– LiveOne Sets Record Date of August 28, 2023 for Special Dividend of ~19% of PodcastOne’s Common Stock to LiveOne’s 24K+ Shareholders
– LiveOne Shareholders of Record Are Expected to Receive Approximately 0.048 Shares of PodcastOne Common Stock Per Share of LiveOne Common Stock; PodcastOne Shares Expected to Open Trading at $8 Per Share Minimum
/EIN News/ — LOS ANGELES, CA, Aug. 21, 2023 (GLOBE NEWSWIRE) — via NewMediaWire — LiveOne (Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced today that it has set August 28, 2023 as the record date to determine LiveOne’s shareholders of record eligible to receive its planned special dividend of approximately 19% of PodcastOne’s common stock as part of its planned spin-out of PodcastOne as a separate public company (the “Spin-Out”).
In February 2023, LiveOne announced it had 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 planned Spin-Out.
Other criteria, if any, to determine LiveOne’s shareholders 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.
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, PodcastOne amasses more than 2.1 billion downloads per year with 350+ podcast episodes distributed per week across a stable of hundreds of top podcast programs, including talent such as Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, The LadyGang, I’ve Had It, and A&E’s Cold Case Files. Its shows are distributed across its own platform as well as LiveOne’s owned-and-operated channels on mobile, mobile web, desktop and SmartTVs, and Tesla. 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 Norm Pattiz, the founder of Network Radio-giant, Westwood One, and co-founded by Kit Gray, who was one of the early strategists in developing a monetary strategy for the podcast industry.
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’s wholly-owned subsidiaries include Slacker Radio, a membership music streaming service, and PodcastOne, which generates more than 2.3 billion downloads per year, 350+ hours distributed weekly, and 14M+ monthly unique listeners. Nearly all new Tesla EVs sold in the U.S. come with a paid membership to LiveOne’s Slacker Radio (that now includes PodcastOne) which is paid by Tesla. As of July 31, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 3.2 million, including over 2.3 million paid members*. 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 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 other wholly-owned subsidiaries include PPVOne, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, and LiveXLive, and the Company’s other majority-owned subsidiaries are Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone.
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, merger, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne (the “Spin-Out”) and the Company’s pay-per-view business and the proposed merger of Slacker with Roth CH Acquisition V Co. (the “Proposed Business Combination”), the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, 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, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended June 30, 2023, filed with the SEC on August 15, 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 obligation 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.
No Offer or Solicitation
This communication does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Spin-Out or the Proposed Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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