Howard Jonas completed the acquisition of CTM Media Group, Inc. from IDW Media Holdings, Inc. and others.
February 14, 2021
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Howard Jonas entered into an agreement to acquire CTM Media Group, Inc. from IDW Media Holdings, Inc. (OTCPK:IDWM) and others for $7 million on July 14, 2020. The sale price is $3.75 million plus potential additional payments to IDW contingent on the attainment of a performance metric by CTM or certain subsequent sales of CTM. The base sale price will be paid by the retirement of $3.75 million of the $5.0 million in debt owed to Howard Jonas. In addition, Jonas has agreed to convert the remaining $1.25 million in debt into 314,070 shares of IDW Media Holdings Inc. Class B Common stock. As per the filling on December 9, 2020, for the cancelation of $3.75 million of indebtedness owed to Mr. Jonas by IDW Media Holdings; (ii) IDW Media Holdings will pay a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the closing of the CTM Sale, and (iii) a contingent payment if CTM is sold within 36 months for more than $4.5 million. The sale is subject to approval by IDW Media shareholders, including a majority of its minority holders and approval by the lenders of CTM Media's loans under the federal Small Business Administration's Paycheck Protection Program (PPP) and other customary conditions. As of December 9, 2020, the CTM sale was approved by: (i) IDW Board of Directors; (ii) a Special Committee of IDW Board of Directors comprised solely of independent directors; (iii) the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, in compliance with the IDW Statement of Policy with respect to Related Person Transactions; (iv) the holders of a majority of the voting power of outstanding shares of our capital stock; and (v) a majority of our Class B Common Stock not held by Mr. Jonas or immediate family members of Mr. Jonas. The transaction is expected to close in calendar 2020.
Howard Jonas completed the acquisition of CTM Media Group, Inc. from IDW Media Holdings, Inc. (OTCPK:IDWM) and others on July 14, 2020.
IDW Media Holdings, Inc. is an integrated media company providing compelling stories and characters for global audiences. The Company's segments include IDW Publishing (IDWP) and IDW Entertainment (IDWE). IDWP is a publishing company that creates comic books, graphic novels and digital content through its imprints IDW, Top Shelf Productions and Artists Editions. IDWE is a production company and studio that develops, produces and distributes content based on IDWP original, copyrighted intellectual property (IP), published in the form of comic books, graphic novels and any other forms of print publication, for a variety of formats, including film and television. Its comics and graphic novels are primarily distributed through three channels: to comic book specialty stores; to traditional retail outlets, including bookstores and mass market stores, on a returnable basis, and to e-book distributors. IDWP publications are available digitally through a range of distributors.
IDW MEDIA HOLDINGS, INC. 