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Massive Interactive, Inc. Enters Into Agreement to be Acquired by Deltatre
[November 08, 2018]

Massive Interactive, Inc. Enters Into Agreement to be Acquired by Deltatre

Massive Interactive, Inc. (OTCBB:HUGE), the award-winning OTT software company, today announced it has signed a definitive agreement to be acquired by Deltatre, the international leader in sports media technology services. Deltatre will acquire Massive and its subsidiaries in a cash transaction valued at approximately USD $92 million.

The transaction is structured as an acquisition of Massive, pursuant to a merger and purchase of the additional outstanding equity interests of one of Massive's subsidiaries under a separate equity purchase agreement. The closing of that merger and equity purchase are contingent upon one another and structured to occur simultaneously. Both transactions are subject to certain customary closing conditions and are expected to be completed in November 2018.

The transaction has been approved by the written consent of a majority of the voting power of the stockholders at Massive, is subject to regulatory approvals and other closing conditions, and is expected to close by the end of November 2018. Gibson Dunn is Deltatre's legal counsel, and HSBC is its financial advisor. Raymond James is Massive's financial advisor, DLA Piper is Massive's legal counsel and PwC provided tax and accounting advice.

"Since the formation of Massive in 1996, we have demonstrated a proven track record of revolutionising the way the world consumes video entertainment. Today we are pleased to announce this transaction, which strengthens Massive's position as the leading provider of targeted user experience OTT video solutions and opens up new market opportunities together with Deltatre," said Ron Downey, Massive Co-Founder, and CEO.

Transaction details

The aggregate consideration payable at the closing by Deltatre for the equity of Massive and its subsidiaries is approximately USD $76.6 million, with USD $47.9 million of such equity amount payable in the Merger of Massive and USD $28.7 million payable to the other holders of equity of the subsidiary. Under the terms and conditions of the definitive merger agreement, Massive's common stockholders will receive USD $0.22128 in cash per share. The aggregate amount payable to common stockholders shall be reduced by a total of not more than USD $12,000, if closing occurs after 20th November 201 but before the 28th November. Massive's preferred stockholders will receive USD $0.001 per share of preferred stock upon closing of the merger.

Additionally, after closing of the transactions, Massive's stockholders and the other sellers will be eligible to receive a contingent earnout payment with a maximum aggregate value of USD $35 million. The payment of the earnout is conditional and may not occur; it is subject to Massive and its subsidiaries achieving certain financial targets in the three calendar years following closing of the acquisition, subject to acceleration or reduction in certain circumstances.

About Massive

Massive builds a suite of tools that enable all media companies to deliver targeted content and personalized user experiences to specific user groups across devices, in real-time, helping accelerate growth and increase retention across the customer lifecycle. This includes Massive AXIS, a UX management console that gives non-technical product owners complete control over the look and feel of the user interface, across devices. Massive launched 22 years ago and has over 350+ staff across its London headquarters and Sydney, Prague, Singapore, Skopje, and New York offices.

Today, Massive is used by the world's most pioneering video companies across five continents. Customers include international companies, like AT&T (News - Alert), Perform Group and BBC Worldwide, and regional companies, like Bell Media and Channel 5.

About Deltatre

A Bruin Sports Capital portfolio company, Deltatre is the international leader in sports media technology services. It powers an unmatched suite of leading-edge technologies for the full spectrum of media including OTT, CMS, and digital platform production, virtual broadcast studios featuring state-of-the-art VR and AR capabilities, broadcast graphics, content and data creation and real-time distribution.

It serves a blue-chip client roster of the most prominent and influential sports and media companies including FIFA, Premier League, DFL, IOC, EuropeanTour, NFL, UEFA, BBC, BT (News - Alert) Sport, Discovery, ATP, Sony and hundreds of media companies worldwide. In all, Deltatre delivers hundreds of technologies and services backed up by a team of more than 650 people operating worldwide including offices in Italy, France, Germany, Switzerland, the UK, the United States, India, Singapore, and Japan.

Deltatre has over 30 years' experience at the highest level of international sport. Billions of consumers experience sport through Deltatre technologies.

This press release contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: expect, shall, will, may, should and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the Merger and the Equity Purchase. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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