- LiveOne Extends Record Date to March 10, 2023 for Its Planned Special Dividend of Between 5% and 10% of PodcastOne’s Common Stock to LiveOne’s 15K+ Shareholders
- S-1 Registration Statement Filed for Spin-Out; PodcastOne Shares Expected to Commence Trading on a National Exchange by March 31, 2023
LOS ANGELES, CA , Feb. 23, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- LiveOne (Nasdaq: LVO), an award-winning, creator-first, music, entertainment and technology platform, announced today that it has received an independent, third party valuation from ValueScope, which indicates that the fair market value range of its wholly-owned subsidiary PodcastOne’s equity, on a controlling, marketable interest basis, as of December 31, 2022, is reasonably stated as between $230 million and $274 million. The valuation report was obtained in connection with LiveOne’s planned spin-out of PodcastOne as a separate publicly-traded company to be listed on a national exchange.
Separately, LiveOne is extending the record date to March 10, 2023 to determine LiveOne’s shareholders eligible to receive the planned special dividend of a portion of PodcastOne’s common stock as part of LiveOne’s intention to spin-out PodcastOne as a separate public company. The Company will announce the payment date of the planned special dividend subsequent to receiving from the SEC notice of effectiveness with respect to PodcastOne’s registration statement previously filed on Form S-1 with the SEC, as well as obtaining final regulatory approvals. Other criteria to determine LiveOne’s shareholders of record eligible for the special dividend shall be determined and announced by LiveOne at a later date.
The planned spin-out, amount of the special dividend and LiveOne’s shareholders’ dividend eligibility shall be subject to obtaining applicable approvals and compliance with applicable rules and regulations and public market trading and listing requirements.
The valuation report used cited research and assumptions believed to conform to industry best practices. Neither ValueScope’s opinion nor its valuation report should be construed as an opinion of the fairness of an actual or proposed transaction, a solvency opinion, an investment recommendation or a guarantee that the reported fair market value would be received in a sale transaction.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. PodcastOne’s registration statement on Form S-1 can be read at the following link:
https://www.sec.gov/Archives/edgar/data/1940177/000121390022082965/ea170591-s1_courtside.htm
About PodcastOne
PodcastOne is a leading advertiser-supported podcast company, offering a 360-degree solution for both content creators and advertisers, including content development, brand integration and distribution. Acquired by LiveOne (NASDAQ: LVO) in 2020, the two entities have subsequently teamed to create a new video podcast (Vodcast) network under the LiveOne umbrella. Amassing more than 2.48 billion downloads per year with 300+ episodes distributed per week across a stable of hundreds of top podcast programs, including influencer talent and television personalities such as Kaitlyn Bristowe, Steve Austin, Jordan Harbinger, Kail Lowry, Heather Dubrow, The LadyGang, Melissa Gorga, Teresa Guidice, Savannah Chrisley, and top-rated true crime shows including Bad Bad Thing, The Prosecutors, True Crime All the Time Unsolved, Court Junkie, A&E’s Cold Case Files and I Survived, American Nightmare and more. Its shows are distributed across its own platform as well as LiveOne's owned-and-operated channels on mobile, mobile web, desktop and SmartTV's. PodcastOne is the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. PodcastOne is the brainchild of Radio Hall of Famer, Norm Pattiz, also the founder of Network Radio-giant, Westwood One.
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the "Company") is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of February 9, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 2.8 million**, streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company's wholly-owned subsidiaries include Slacker Radio, React Presents, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, LiveXLive, PPVOne and PodcastOne, which generates more than 2.48 billion downloads per year and 300+ episodes distributed per week across its stable of top-rated podcasts. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, and through OTT, STIRR, and XUMO. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, and Twitter at @liveone.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are "forward-looking statements," which may often, but not always, be identified by the use of such words as "may," "might," "will," "will likely result," "would," "should," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "continue," "target" or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company's reliance on one key customer for a substantial percentage of its revenue; the Company's ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne, Slacker or its pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne's or Slacker’s ability to list on a national exchange; the Company's ability to continue as a going concern; the Company's ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company's intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company's ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management's relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company's subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the SEC on February 14, 2023, and in the Company's other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
** Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.
LiveOne IR Contact:
(310) 601-2505
ir@LiveOne.com
LiveOne Press Contacts:
LiveOne
press@liveone.com
PodcastOne Press Contact:
310.246.4600
Susan@Guttmanpr.com
