TheMaven, Inc. entered letter of intent to acquire HubPages, Inc. for $10 million.
January 04, 2018
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theMaven, Inc. (OTCPK:MVEN) entered letter of intent to acquire HubPages, Inc. for $10 million on January 4, 2018. theMaven, Inc. (OTCPK:MVEN) entered into a definitive agreement to acquire HubPages, Inc. on March 13, 2018. As per terms, theMaven will acquire all issued and outstanding common stock and preferred stock of HubPages, along with all outstanding vested stock options issued by HubPages in exchange for an aggregate consideration of $10 million in cash. The aggregate merger consideration will be reduced by $1.5 million, to be held in escrow to satisfy any indemnification obligations due under the merger agreement. In addition, all outstanding unvested stock options issued by HubPages will be cancelled for no additional consideration and that at closing certain Key Personnel will receive an aggregate of 2.4 million shares of theMaven’s common stock, subject to cut-back and vesting.
In case of termination of the transaction theMaven will be obligated to pay termination fee of $1 million. HubPages has annual revenues of $4.9 million, net profit of $0.58 million. Completion of transaction is subject to certain customary closing conditions, execution of escrow, approval of theMaven shareholders and theMaven obtaining financing for the merger consideration. The deal is approved by Board of Directors of both theMaven and HubPages. The transaction is expected to close on June 1, 2018. Maven completed its initial acquisition payment to HubPages. The transaction is expected to close in August. As of June 27, 2018, transaction is expected to close by no later than August 31, 2018. Andrew D. Hudders of Golenbock Eiseman Assor Bell & Peskoe LLP acted as legal advisor to theMaven and Mark W. Seneca of Orrick, Herrington & Sutcliffe, LLP acted as legal advisor to HubPages Inc. BDO USA, LLP acted as auditor to HubPages.
The Arena Group Holdings, Inc. is a tech-powered media company. It focuses on leveraging its Platform and brands in targeted verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of its users, its advertiser clients, and its owned and operated properties as well as properties it runs on behalf of independent Publisher Partners. Its proprietary online publishing platform provides its owned and operated media businesses, Publisher Partners (who are third parties producing and publishing content on their own domains), and individual creators contributing content to its owned and operated sites (Expert Contributors), the ability to produce and manage editorially focused content through tools and services provided by the Company. The Platform comprises publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology.
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