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KIT digital Finalizes 1-for-35 Reverse Stock Split, Appoints Chief Financial Officer and Completes Buy-In of Remaining Subsidiary Minority Interest
(Marketwire Via Acquire Media NewsEdge) DUBAI, UNITED ARAB EMIRATES, March 9 / MARKET WIRE/ --
KIT digital, Inc. (OTCBB: KDGL)
(OTCBB: KITD), a leading global provider of Internet Protocol-based video
enablement technologies, has finalized a 1-for-35 reverse stock split of
its outstanding shares of common stock, effective March 6, 2009. The
company has also appointed a new chief financial officer and completed the
purchase of 49% of its only remaining subsidiary that had not been already
wholly owned.
Based on its interpretation of various criteria for a Nasdaq Global Markets
initial listing, the company is pursuing a Nasdaq listing. In advance of
such a listing, the company's ticker has changed from KITD to KDGL as of
March 9, 2009.
Reverse Stock Split
As of the effective date of March 6, 2009, stockholders in KIT digital will
receive one post-reverse split share of common stock for every 35
pre-reverse split shares of common stock owned. As a result of the reverse
stock split, the number of outstanding shares of common stock of the
company has been reduced from approximately 146.4 million shares to 4.2
million shares. The reverse stock split has not altered any stockholder's
percentage interest or voting rights in the company's outstanding shares,
except to the extent that the reverse stock split resulted in any of the
company's stockholders owning a fractional share. Each fractional share
has been rounded up to one full share.
Continental Stock Transfer & Trust Co. is the company's transfer agent and
will be acting as the exchange agent for the purpose of implementing any
exchange of stock certificates in connection with the reverse split.
Stockholders who have existing stock certificates will receive instructions
from the transfer agent. Stockholders who hold their shares in brokerage
accounts or "street name" are not required to take any action to effect the
exchange of their shares.
In addition to finalizing the reverse stock split, the company reduced the
authorized number of shares of its common stock from 500,000,000 shares to
30,000,000 shares and eliminated its class of authorized preferred stock.
New CFO Appointed
KIT digital has appointed Jonathan Hirst as chief financial officer. Hirst
will join the company as of March 23, 2009, and his appointment as CFO will
become effective on April 27, 2009. Hirst will assume the position of CFO
from Robin Smyth, who is retiring to spend more time with his family. Smyth
will work with Hirst on the CFO transition process, and remains as member
of the company's board of directors.
After starting his career at PricewaterhouseCoopers and McKinsey & Co.,
Hirst joined Saatchi & Saatchi in 1981. First at Saatchi & Saatchi, and
later at Grey Global Group (now a unit of Nasdaq-traded WPP) and Lowe
Worldwide (a division of NYSE-traded Interpublic Group of Companies), Hirst
occupied increasingly senior financial management positions in North
America and internationally, including senior vice president and chief
financial officer. He was responsible for successfully developing and
leading profit improvement programs for these major international media and
communications companies. At Grey Global Group, Hirst worked with KIT
digital's lead independent director, Steven G. Felsher, then vice chairman
of Grey.
Over the course of his career, Hirst has been involved with and led the
acquisition and sale of more than 50 companies in media, marketing
services, advertising and public relations. He is a graduate in economics
of The University of Cambridge and has an MBA from The European Institute
of Business Management (INSEAD).
"We are fortunate to have a person of Jonathan's abilities and experience
join KIT digital as CFO," said Gavin Campion, president of KIT digital.
"His appointment marks a milestone in our development, and we believe his
extensive accomplishments and knowledge will help guide our progress. His
discipline, cost-consciousness and international perspective will be
important to our future success, particularly as we integrate acquisitions,
expand our cash-flow margin, and further leverage our first-mover advantage
as the only truly device-agnostic IP video solutions provider."
Commented Kaleil Isaza Tuzman, chairman and chief executive officer of KIT
digital: "As we welcome Jonathan, we would also like to acknowledge the
essential contributions Robin has made to KIT digital during his long
tenure at the company, and particularly during the recent period of strong
revenue growth and expansion of our operations. When new management came in
to the company in early January 2008, we asked Robin to stay on for 4-6
quarters in order to provide continuity in financial reporting and
operational management. Robin was critical to our successful transition to
new ownership and was a key to our process of turning the corner to
positive operating EBITDA in Q4 2008, as well as ending the year with
revenue expected to be up more than 130% over the same year-ago quarter. We
look forward to benefiting from Robin's continuing contribution as a member
of our board of directors."
Acquisition of Reality Group Pty Ltd
KIT digital has purchased the remaining 49% interest of Reality Group Pty
Ltd it did not already own, bringing the company's ownership to 100%.
Reality Group is the company's creative services unit. The transaction was
completed for approximately 90,000 post reverse split shares of KIT digital
common stock (restricted from sale for 12 months), along with payouts of
existing Reality Group shareholder loans, and was closed on March 6, 2009.
Since KIT digital acquired a controlling interest in Reality Group in May
2004, Reality has helped develop and support KIT digital's proprietary VX
video management system. The KIT VX platform allows clients to publish,
manage and distribute digital video content, integrate advertising, and
build online and mobile communities. KIT digital's president, Gavin
Campion, was one of the co-founders of Reality Group before becoming
president of KIT digital in March 2008 and had remained a minority
shareholder.
Isaza Tuzman commented, "Completing this buy-in of Reality Group, which has
been one of our important growth drivers, provides a number of important
benefits to KIT digital, including allowing us to fully consolidate our
operations and results, and incentivize our Reality staff according to our
overall company results."
KIT digital reiterated it expects revenue for the fourth quarter ended
December 31, 2008 to exceed $9.0 million, increasing more than 67% over the
previous quarter and at least 130% over the same quarter a year ago. The
company also reiterated it expects to report positive operating cash flow
for the fourth quarter. The company expects to announce its fourth quarter
and full-year 2008 results no later than March 31, 2009.
About KIT digital
KIT digital, Inc. (OTCBB: KDGL) is a leading, global provider of
proprietary IP-based video enablement technologies and video-centric
interactive marketing solutions. Through its end-to-end platform, KIT
digital works closely with consumer brands, content providers and telcos to
maximize the value of video content via the Internet, mobile networks and
IPTV set-top boxes. The KIT VX platform allows clients to publish, manage
and distribute digital video content, build online/mobile communities and
integrate advertising. KIT offers businesses a full range of interactive
marketing solutions and KIT clients can access approximately 100
KIT-syndicated channels and 40,000 KIT-syndicated videos. KIT digital
clients include ABC Disney, Associated Press, General Motors, IMG, Kmart,
NASDAQ, News Corp, RCS, Telefonica and Verizon. KIT digital has principal
offices in Dubai, Melbourne (Australia), Prague, Toronto and London. For
additional information, please visit www.kitd.com.
Forward-Looking Statements
This press release contains certain "forward-looking statements" related to
the businesses of KIT digital, Inc. which can be identified by the use of
forward-looking terminology such as "believes," "expects" or similar
expressions. Such forward-looking statements involve known and unknown
risks and uncertainties, including uncertainties relating to product
development and commercialization, the ability to obtain or maintain patent
and other proprietary intellectual property protection, market acceptance,
future capital requirements, regulatory actions or delays, competition in
general and other factors that may cause actual results to be materially
different from those described herein as anticipated, believed, estimated
or expected. Certain of these risks and uncertainties are or will be
described in greater detail in our public filings with the U.S. Securities
and Exchange Commission. KIT digital, Inc. is not under any obligation to
(and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future
events or otherwise.
Investor Relations Contact:
Matt Glover
Liolios Group
Tel. +1-949-574-3860Email Contact
Media Contact:
Jonathan Cutler
Verse Communications
Tel. +1.818.981.3023Email Contact
Copyright ? 2009 Marketwire
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