YNOT – LFP Broadcasting LLC, a division of Larry Flynt’s Hustler empire, completed its tender offer for all outstanding shares of publicly traded, Colorado-based New Frontier Media Inc. (NASDAQ: NOOF) before the midnight Nov. 27 deadline. LFP paid $2.02 per share in cash, and tendered a contingent cash payment right of four cents per common share, as required by the agreement the two companies signed in October.
NOOF’s price on the NASDAQ at the close of trading on Tuesday sat at $2.02 per share. Share prices closed Thursday at $2.05.
At the closing of the deal, LFP received 83.1 percent of NOOF’s outstanding stock, or 14,363,687 shares. Presumably, some of the remaining shares were withheld by the complainants in four lawsuits filed shortly after the two companies announced their intended merger. The lawsuits, filed in Denver and Boulder, Colo., by shareholders, claim the $33 million LFP offered for NOOF is “grossly inadequate.” All four seek class-action status and an order rescinding the buyout.
LFP intends to purchase additional shares of NOOF stock directly from New Frontier in order to gain a 90-percent interest in the company. Colorado law requires a 90-percent ownership threshold in order to complete a “short form” merger, which is simpler and less administratively taxing than mergers in which the majority shareholder owns less than 90 percent of a company’s outstanding shares.
Even owning only 83 percent, though, LFP can approve the merger without consent of any other NOOF shareholder.
As part of the merger plan, LFP intends to remove New Frontier from the public markets. New Frontier will become a wholly-owned subsidiary of LFP Broadcasting, and each outstanding common share of NOOF stock will be automatically and immediately cancelled. Holders of those shares will retain the right to convert their holdings for the same price paid per share when the deal closed, without interest.
The acquisition of New Frontier adds a transactional television arm to LFP’s already considerable market reach. As a whole, the Flynt empire includes divisions that operate in the realms of broadcasting, publishing, retail, internet, mobile, apparel, novelties, clubs, video and casinos.
