View Full Version : NeuLion merges with Jump TV

08-28-2008, 07:16 PM
...Could this open the floodgates to the same problem with the trial of Sky Angel IPTV Canada --- everything was going fine until the distribution company started distributing IPTV porn...

JumpTV and NeuLion to Merge and Create Internet Protocol
Television (IPTV) and Web Streaming Powerhouse

IPTV Leaders to Come Together to Offer End-to-End Multi-Platform Enterprise
Solution for Online Sports, International and Religious Programming

TORONTO – June 9, 2008 – JumpTV Inc. (“JumpTV”), (TSX/AIM: JTV), a leading broadcaster of
live and on-demand sports and international television over the Internet and NeuLion, Inc.
(“NeuLion”), an end-to-end IPTV service of live and on-demand sports, international and religious
programming over the Internet and through set top boxes, today announced the companies have
signed a binding letter of intent to merge (the “Transaction”), creating a leading enterprise IPTV
provider of online sports, international and religious programming.

Under the terms of the Transaction, JumpTV will issue 49,521,958 common shares, 1,840,097
contingent shares, which represents approximately the entire issued and outstanding shares of
JumpTV, and 5 million warrants exercisable for two years at US$0.05 above the five-day
weighted average closing price prior to the execution of the Definitive Agreement, to the
securityholders of NeuLion, in exchange for their NeuLion securities. JumpTV also intends to
grant 2.7 million employee stock options, subject to securities law and exchange rules
compliance, exercisable at the five-day weighted average closing price prior to closing, which is
expected to be on or before October 1, 2008.

Founded in 2004, NeuLion, a private corporation based in Plainview, New York, provides web-
based IPTV services to leading sports customers such as the National Hockey League and the
International Fight League. NeuLion also delivers a Set Top Box IPTV solution to premier
international customers such as ABS-CBN (Philippines), KylinTV (China) and Globecast (France).
NeuLion recorded unaudited revenue for year ended December 31, 2007 of US$7.8 million and a
net loss of US$4.0 million inclusive of US$1.5 million of non-cash minority interest losses.

NeuLion’s financial information is unaudited; however, this financial information will be audited in
connection with the Transaction and included in the Information Circular for the JumpTV
shareholders. JumpTV has engaged Oppenheimer & Co. Inc. as its financial advisor in
connection with the Transaction and JumpTV’s Board of Directors has retained Canaccord
Adams to provide a fairness opinion which will be included within the information circular in
advance of the shareholder vote.

The Transaction is expected to be completed in the Fall of 2008, subject to receipt of shareholder
and customary regulatory approvals, as well as satisfaction of other customary closing conditions.
The merged company will continue to be listed on the Toronto Stock Exchange (“TSX”). In
accordance with the rules of the AIM market of the London Stock Exchange ("AIM"), the
Company's shares have been suspended from trading on AIM until the completion of the
Transaction. At that time, the Company will either reapply for admission for trading or will seek its
shareholders' approval for cancellation of the listing. The parties anticipate significant operational
and human resource synergies and expect an aggregate headcount reduction of approximately
60 people by December 31, 2008.

The merged entity brings together two IPTV industry leaders to deliver a multi-platform IPTV and
set top box solution encompassing:
• Sports: More than 200 partnerships with leading professional and collegiate sports
properties, including the National Hockey League (NHL), more than 150 NCAA colleges
and universities, the World Championship Sports Network and the 2010 South American,
African and Asian World Cup Qualifiers
• International: More than 200 partnerships with premier international networks and
channels, such as KyLinTV, the first Internet television service dedicated to the Chinese
community living in North America, and ABS-CBN, the number-one TV network in the
• Multi-Platform: Live and on-demand video streaming over the Internet including
NeuLion’s Set Top Box solution for streaming to television
• Web Services: JumpTV’s end-to-end “One Fan Profile” online customer relationship
management (CRM) solution which includes web hosting, video streaming, ticket
management and e-commerce
“The combination of our highly complementary technologies and depth of expertise in the areas
of sports and international IPTV delivery makes for incredible synergy between the two
companies,” said G. Scott Paterson, Executive Chairman, JumpTV. “This merger enables us to
provide our partners with a complete solution for streaming content live online across multiple
devices and viewing platforms.”

"Consumers are becoming more reliant on broadband and Internet services for their media
experiences and this shift creates enormous opportunity for content owners to reach untapped
global audiences,” said Nancy Li, Founder and CEO of NeuLion. “NeuLion and JumpTV have
committed to creating a one-of-a-kind enterprise offering that manages the end-to-end delivery of
content through all broadband platforms: the PC, the TV, and an array of mobile devices.”

Terms of the Agreement

The transaction is conditional on the companies entering into a definitive agreement on or before
June 25, 2008 (the “Definitive Agreement”) and shareholder approval at a meeting anticipated to
be held on or about October 1, 2008.

In connection with the merger, JumpTV has decided to retain certain assets of its content delivery
network (CDN) and international channels, which it will leverage within the combined company
structure and multi-platform IPTV offering. JumpTV previously disclosed that it intended to divest
its CDN and international channels.

Sports Programming

The merger brings together the largest online offering through the following partnerships and

• National Hockey League
• NCAA Division I schools and conferences
• 2010 South American, African and Asian World Cup Qualifiers
• World Championship Sports Network
• International Fight League
• World class pro-cycling events such as the Giro d’Italia, Tirreno-Adriatico, Milan-San
Remo, and the Vuelta a Espana

In March, 2008, comScore ranked JumpTV as the #1 most engaging website among those in the
sports video category with a recorded 40.4 minutes per viewer per month in the U.S. Additionally,

JumpTV viewers watched approximately 20 million minutes of online sports video in the U.S. in
March ranking it as #4 in the Sports Video Sites category overall.

During the 2007-2008 National Hockey League season, NeuLion-delivered NHL broadband
service streamed over 1,700 NHL hockey games. In the two weeks preceding the NHL Stanley
Cup playoffs, the service reached over 10 million unique visitors.

In the past 12 months, JumpTV streamed more than 15,000 live sports events online making it
one of the largest broadcasters of professionally licensed live sports programming over the
Internet in the world.

International Programming

The merged company will provide IPTV services including live and on-demand video streaming
for more than 200 international partners including:

• KyLinTV (China)
• ABS-CBN (Philippines)
• Globecast (France)
• Channel i (Bangladesh)
• Canal 7 (Mexico)
• America TV (Peru)
• TV Chile (Chile)
• MBC Broadcasting (Middle East)

KyLinTV, a 17% minority-owned subsidiary of NeuLion offers more than 40 of the most popular
Chinese broadcast TV channels and the largest selection of Video-On-Demand (VOD), including
more than 30,000 hours of programming.

Religious Programming

The merged company will include NeuLion’s partnership with Sky Angel, a Christian family-
friendly TV and radio network. Sky Angel’s offering includes approximately 50 television channels
and over 20 faith-based radio stations.

About the Merged Company

Charles Wang, the founder and former CEO of Computer Associates International, Inc. (now CA,
Inc.), owner of the New York Islanders and husband of Nancy Li – will become Chairman of the
merged company. Mr. Paterson, will be Executive Vice-Chairman and Ms. Li will become CEO
and a Director. Jordan Banks will continue to serve as CEO of JumpTV on an interim basis. Nada
Usina, current President of JumpTV, will continue as President of the merged company.

Upon the execution of the Definitive Agreement, AvantaLion LLC, an entity controlled by Mr.
Wang, has irrevocably committed to subscribe for 10 million units from JumpTV’s treasury at a
price of $1.00 per unit. Each unit (a “Unit”) will consist of one (1) common share and one-half of
one common share purchase warrant exercisable at $1.25 and one-half of one common share
purchase warrant exercisable at $1.50. The warrants partially comprising the Units will be
exercisable for a period of two years from the date of issuance.

G. Scott Paterson has also committed to buy 1 million Units on the same terms. The aggregate
gross proceeds from the sale of Units will be CDN$11 million.

Closing of the proposed Unit offering is scheduled to occur on June 25, 2008. The proposed
closing date of the Unit offering is reasonable and necessary in the circumstances in order to

facilitate the Transaction in accordance with JumpTV’s and NeuLion’s proposed timing. Mr.
Paterson’s subscription will constitute a related party transaction within the meaning of applicable
securities laws.

The common shares and warrants comprising the Units and the common shares issuable upon
exercise of the Units will be subject to resale restrictions for a period of four months from the
closing date under applicable securities legislation.

Shareholder Call

A shareholder conference call has been scheduled for Monday, June 9 at 4 p.m. Eastern Time, to
discuss the transaction and the merged company.

To participate in the call, interested parties can use the following dial-in numbers:

US AND CANADA TOLL FREE: 1-866-225-0198
INTERNATIONAL: 416-641-6118

Please dial-in at least 5 minutes prior to the call.

Following the call, a digital replay will be posted (MP3 audio file format) under the press release
section of the JumpTV website at Press Releases --Online Television --English (http://www.jumptv.com/en/about/press_releases).

About JumpTV
JumpTV (Free Online TV: Watch Free Global TV and Online Video from JumpTV --Online Television --English (http://www.jumptv.com)), (TSX/AIM:JTV), is a world leading broadcaster of live and on-demand
sports video over the Internet. In the last twelve months, JumpTV streamed more than 15,000 live
and exclusive sporting events – comprised of top college (NCAA), professional and Hispanic
sports coverage – to millions of fans globally. JumpTV also delivers a broad offering of internet
services to its partners including web hosting, live event video streaming, ticket management and

Through JumpTV’s consumer websites: JumpTV.com, Cycling.TV and SportsYa.com, as well as
its collegiate and international sports partner websites, JumpTV streams tens of thousands of
hours of live and on-demand events and international programming over the Internet each year.

JumpTV gives fans a lifeline to their favorite sports content when they want it, how they want it,
where they want it, wherever they are in the world.

About NeuLion
Based in Plainview, NY, NeuLion works with content partners to develop end-to-end solutions for
multimedia IPTV services. The NeuLion iPTV Platform encodes, delivers, stores and manages an
unlimited range of multimedia content, and the Operational Support System (OSS) maintains all
billing and customer support services. NeuLion content partners are responsible for content
aggregation and the sales and marketing for the individual IPTV service.

Forward-Looking Statement
Certain statements herein relating to JumpTV’s plans to merge with Nuelion, Inc. are forward-
looking statements and represent JumpTV’s current intentions in respect of future activities.
These statements, in addressing future events and conditions, involve inherent risks and
uncertainties. Forward looking statements can by identified by the use of the words “will”,
“expect”, "seek," "anticipate," "believe," "plan," "estimate," "expect," and "intend" and statements
that an event or result "may," "will," "can," "should," "could," or "might" occur or be achieved and
other similar expressions. Forward-looking statements involve significant risk, uncertainties and
assumptions. Many factors could cause actual results, performance or achievements to differ
materially from the results discussed or implied in the forward-looking statements. These factors
should be considered carefully and readers should not place undue reliance on the forward-

looking statements. Although the forward-looking statements contained in this release are based
upon what Management believes to be reasonable assumptions, the Company cannot assure
readers that actual results will be consistent with these forward-looking statements. These
forward-looking statements are made as of the date of this release and the Company assumes no
obligation to update or revise them to reflect new events or circumstances, except as required by
law. Many factors could cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements, including: general economic and
market segment conditions, competitor activity, product capability and acceptance, international
risk and currency exchange rates and technology changes. More specific risks include that the
merged entity will not be able to realize some or all of the expected synergies due to
incompatibilities in the merging businesses, the inability of management to bring about such
synergies or a changing business environment rendering such synergies inadvisable or
uneconomical. After integrating the businesses the suite of service offerings may not perform as
expected if shifting demand moves in a direction away from the expected business model of the
merged entity, if competitors are able to take market share away from the merged entity or if
changing technology adversely impacts the merged businesses. In addition, while the Company
expects its content partners and those of NeuLion to continue and expand their relationship with
the merged entity, there can be no assurance that such relationships will continue as expected, or
at all. More detailed assessment of the risks that could cause actual results to materially differ
than current expectations is contained in the "Risk Assessment" section of the Company’s 2007
annual MD&A.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of
JumpTV’s securities in the United States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any
state securities laws and may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.



G. Scott Paterson
Executive Chairman

Jennifer Barron

Marc Georges
Ricochet PR
Phone: 212-679-3300 x125
Email: mgeorges@ricochetpr.com

Andrew Frank
Kreab Group
212-935-0210 - office


Neil Johnson / Andrew Chubb
Canaccord Adams Limited
+44 207 050 6500

08-29-2008, 01:54 AM
Speaking in the dark this could be good for IPTV but bad for the purposes of SA IPTV. But as I said not only earlier before reading this but way back before SA IPTV sent out a single box if IPTV in general is to succeed it needs to be more inclusive, not more restrictive.

Religious Programming

The merged company will include NeuLion’s partnership with Sky Angel, a Christian family-
friendly TV and radio network. Sky Angel’s offering includes approximately 50 television channels
and over 20 faith-based radio stations.

Obviously the currect contract will probably continue unabaited to the exact letter of the agreement. OTOH wouldn't it be ironic if the new company pulled what SA did on it's lifetime subscribers and claim all bets are now off - we're a new company! LOL

But I feel certain that the new company will have little interest in supporting a Christian only locked use for the box as it restricts it's ability to market to the already converted and installed IPTV customers on it's list. Who better to appeal to for paid services?

And we are already seeing signs of more content being available even before this merger was announced. Looks like a clue to me as to how they intend to proceed! ;)

This would tend to contradict some of the bold gatekeeper claims SA officials made in their sales pitch to forgive, forget, and join them in this new endeavor. No wait, they never did ask to be forgiven because they never really took responsibility for failing to deliver.

08-29-2008, 12:29 PM
I don't see the merger as a problem to SA. If anything it should make NeuLion stronger and more financially viable which should allow them to work on more enhancements to the set top box such as DVR or parental control features.

The press release lists SA by name so they must be a significant customer for NeuLion. NeuLion also has a lot of international IPTV providers. NeuLion provides the hardware and back end services to enable IPTV service and SkyAngel and the other IPTV providers negotiate and makes arrangements with the content providers and provide customer support and billing. Each of the providers cater to different end users.

My biggest complaint with SA is they don't provide some of the channels that I want. They seem to be adding some more content but DirectTV and Dish Network provide more channels in their family plans.

IPTV should make a la cart service feasible where you pick the exact channels you want and only pay for the content you want. If SkyAngel does not provide this some other start-up could use NeuLion's back end services to provide a la cart programming without a huge initial investment.

By the way the merge is not a new announcement the press release came out back on June 9th over two and a half months ago.

Reigster at SatelliteGuys