Tix Corporation Announces Stock Repurchase and Director Resignations
December 24 2013 - 1:00PM
Marketwired
Tix Corporation Announces Stock Repurchase and Director
Resignations
STUDIO CITY, CA--(Marketwired - Dec 24, 2013) - Tix
Corporation (the "Company") (OTCQX: TIXC), a leading provider of
discount ticketing services, today announced that it has purchased
5,451,259 shares of common stock of the Company, or 23% of its
common stock outstanding, owned by Baker Street Capital, L.P.
("BSC") pursuant to an agreement entered today with BSC and its
affiliates, Baker Street Capital Management, LLC and Vadim Perelman
(collectively, "Baker Street"). The aggregate purchase price for
the acquired shares is $10,629,955, or $1.95 per share, of which
$1.30 per share, or $7,086,637, in cash, has been paid today and
$3,543,318, or $0.65 per share, is payable on or prior to December
24, 2014 together with interest accrued thereon at an annual rate
of 10% (the "Anniversary Payment"). At the election of the Company,
it may prepay the Anniversary Payment at any time, in one or more
payments, and interest will cease to accrue on any portion of the
Anniversary Payment paid. The purchase price paid was funded from
the Company's cash on hand. The payment of the Anniversary Payment
and interest thereon is guaranteed by Tix4Tonight LLC, a
wholly-owned subsidiary of the Company. Following the repurchase,
BSC no longer owns any of the Company's outstanding common stock.
The repurchased shares have been returned to the Company's treasury
and the total number of outstanding shares of the Company following
this transaction is 18,218,572. The Company believes that the
repurchase and retirement of these shares will be accretive to the
stockholders and enhance their value.
Under the agreement, Baker Street will be subject to certain
restrictions, including standstill restrictions and, for a period
of five years, covenant not to compete with the Company or
interfere with its business in Las Vegas. Baker Street and the
Company have also agreed to mutual releases of claims. Pending the
payment in full of the Anniversary Payment and interest thereon,
the Company has also agreed to conduct its business in the ordinary
course, consistent with past practice, and to be subject to various
restrictions on its activities, including, subject to certain
exceptions, distribution of dividends, acquisition of securities or
assets, incurrence of indebtedness, material increase of the terms
of compensation or benefits of directors or executive officers,
settlement of existing legal proceedings, capital expenditures, or
entry into certain contracts.
At the closing of the transaction, Vadim Perelman, Mark Stolper
and Kenneth Traub (who were members of the Board of Directors of
the Company and nominated by Baker Street) have resigned from the
Board and the Board now comprises of its remaining five members. In
addition, Baker Street and the Company have terminated their
agreement previously announced by the parties on July 27, 2011.
About Tix Corporation
Tix Corporation (OTCQX: TIXC) provides discount ticketing
services. It currently operates eleven discount ticket stores in
Las Vegas under its Tix4Tonight marquee, which offers up to a 50
percent discount for same-day shows, concerts, attractions and
sporting events, as well as discount reservations for dining.
Safe Harbor Statement
Except for the historical information contained herein, certain
matters discussed in this press release are forward-looking
statements which involve risks and uncertainties. These
forward-looking statements are based on expectations and
assumptions as of the date of this press release and are subject to
numerous risks and uncertainties which could cause actual results
to differ materially from those described in the forward-looking
statements. These risks and uncertainties are discussed in the
Company's various historical filings with the Securities and
Exchange Commission and, since November 2010, the Company's filings
with the OTCQX. The Company assumes no obligation to update these
forward-looking statements. A copy of the Company's reports for the
twelve months ended December 31, 2012 and the three and nine months
ended September 30, 2013 can be found on the Company website at
www.tixcorp.com or at www.otcqx.com.
Contact: Steve Handy CFO 818-761-1002
Tix (CE) (USOTC:TIXC)
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