ATLANTA, April 15, 2009 (GLOBE NEWSWIRE) -- Premier Exhibitions, Inc. (Nasdaq:PRXI) announced today that its board of directors is reviewing the offers made by G. Michael Harris to Premier and Sellers Capital LLC. Premier also clarified that the offers made by Harris are not an offer to acquire Premier or its wholly-owned subsidiary R.M.S. Titanic, Inc.
Harris has offered to acquire the 4,778,399 shares of Premier held by Sellers Capital LLC, which represents approximately 16.3% of Premier's outstanding shares, for a purchase price equal to $3.00 per share. Harris' offer is subject to a 45-day due diligence period, which would follow the execution of definitive documents. Harris has also requested three board seats and control of all executive positions of Premier. Although the offer has been made to Sellers Capital LLC, only Premier's board of directors could agree to the extraordinary step of making board seats or executive positions available to an outside party.
Harris also has provided Premier with a preliminary outline of terms under which Harris would acquire the exclusive rights to manage the Titanic assets possessed by Premier's wholly owned subsidiary R.M.S. Titanic, Inc. for a period of five years, pursuant to which Harris proposes to pay Premier $5.0 million per year plus an unspecified percentage of all merchandise, touring and television revenues and Harris would receive one million shares of Premier plus an unspecified number of stock options. This offer is also subject to a 45-day due diligence period, which would follow the execution of definitive documents.
Harris has not indicated to Premier how these offers would be financed. Premier's board of directors is undertaking an appropriate review of Harris' offers and will respond to Mr. Harris when its review is completed.
Forward-Looking Statements
Certain of the statements contained in this press release contain forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Premier has based these forward-looking statements on its current expectations and projections about future events, based on the information currently available to it. The forward-looking statements contained in this press release may also include statements relating to Premier's anticipated financial performance, business prospects, new developments, strategies and similar matters. Certain of the factors described in Premier's filings with the Securities and Exchange Commission, including the section of its Annual Report on Form 10-K for the year ended February 29, 2008 titled "Risk Factors," may affect Premier's future results and cause those results to differ materially from those expressed in the forward-looking statements. Premier disclaims any obligation to update any of its forward-looking statements, except as may be required by law.