Manwin, RK Netmedia File Plan to Merge

Fri, Apr 20 2012 07:00am PDT

VIENNA — Manwin and Reality Kings' parent company have filed a merger notification with Austria's Federal Competition Authority, an agency that probes mergers and acquisitions. Manwin officials confirmed the merger deal on Friday.

The planned acquisition involves "essential parts" of Miami-based RK Netmedia Inc., "as well as some of the subsidiaries," according to the authority in a posting.

"Manwin and Reality Kings jointly authorized the filing with the Austrian Competition Authority in furtherance of their discussions with respect to the terms of a  potential proposed agreement," Manwin spokeswoman Kate Miller told XBIZ. 

Miller said that terms of the pending deal "are not yet final" and that "Manwin and Reality Kings will provide further information as it becomes available."

The merger notification between Manwin and RK Netmedia was made April 16.

"Every entrepreneur, whose legal or economic interests may be affected by the merger, may within 14 days (April 30) from the date of the notice ... submit a written statement," the authority said.

The agency plans to end its investigation of Manwin's planned Reality Kings acquisition on May 14.

RK Netmedia launched its network of adult websites in 2000 with CumFiesta.com. Other brands followed — two dozen of them — including BangBros.com, MILFHunter.com, 8thStreetLatinas.com and RoundAndBrown.com.

The membership-based websites span the gamut — ebony, latina, teen, big breast, big ass, MILF, amateur and reality porn — and the company operates affiliate program NastyDollars.com.

In 2009, Reality Kings brought their exclusive online content, along with Bang Bros content, to satellite television with Reality Kings TV. RKTV is available on DirecTV and Dish Network, as well as through transactional video-on-demand channels.

Reality Kings, in a deal with Playboy that same year, produced the "Money Talks" series for Playboy TV.

Manwin now operates Playboy TV through its Playboy Plus Entertainment division in a licensing deal made last year with Beverly Hills, Calif.-based Playboy Enterprises.

The company also owns a number of blue-chip brands and has been on an acquisition spree in the past two years, most recently purchasing Digital Playground. It already owns Brazzers, YouPorn and Twistys, as well as Spankwire, Webcams Tube8, ExtremeTube, KeezMovies, Mofos, ExtremeTube, JuicyBoys and PornHub.

Manwin is starting up new sites too, including HD porn site Babes.com, which is in development

The Luxembourg-based company, with offices in Montreal and Los Angeles, claims to be the owner of the largest network of adult websites in the world, with more than 60 million daily visitors.

And it has tried to spread its wings with its recent bid for adult transactional distributor New Frontier Media.

Manwin made the proposal to New Frontier Media's board to acquire it for $1.50 per share of outstanding common stock. The offer represents a 32 percent premium over New Frontier’s closing stock price on March 8 and a 35 percent premium over the six-month historical average of New Frontier Media's share  price prior to that date.

In the proposal, Manwin said that it is "highly impressed with New Frontier Media, its board of directors, management team and operations but believes it has been undervalued in the  public markets because of its size and market capitalization." 

Manwin said that by combining New Frontier Media’s transactional TV business with its own and by leveraging Manwin’s online assets, including both content and traffic, "it will be able to offer even more compelling programming to pay TV distributors and drive additional customers to the pay TV experience."

Last year, Manwin and Digital Playground teamed up, prior to Digital Playground's purchase,to wage an antitrust suit against .XXX operator ICM Registry and ICANN, which runs the Internet. The suit seeks to "redress for monopolistic conduct, price gouging and anticompetitive and unfair practices, broadly harming competition, businesses and consumers, and arising out of the establishment of .XXX ... ."

Filed at U.S. District Court in Los Angeles, Manwin and Digital Playground's suit goes on to say that .XXX “defensive registrations” are causing confusion and dilution of adult websites’ values, and that the costs and disadvantages of them outweigh any benefit of the sTLD.

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