New Frontier Media Board Retained by Shareholders

Oct 22, 2012 3:30 PM PST

BOULDER, Colo. — New Frontier Media Inc., which signed a definitive agreement to be acquired by LFP Broadcasting last week, said today that shareholders reelected its board of directors — an election that likely will be the last time for the adult transactional TV service.

The public company, which trades on the Nasdaq, will go private when LFP Broadcasting closes on the proposed $33 million deal. The company, when the deal closes, is slated to be a division of LFP.

Reelected directors on the board include Walter Timoshenko, Hiram Woo and Melissa Hubbard, as well as Alan Isaacman, who is chairman of New Frontier Media's board.

The shareholder vote last week also ratified the appointment of Grant Thornton LLP as the company’s public accounting firm for the fiscal year ending March 31.

The re-elected board of directors issued the following statement: "Over the last eight months, we have worked diligently to maintain a fair and level playing field for all parties who participated in our review process, and we are pleased that our efforts resulted in a very positive outcome for all our shareholders. 

"The [LFP Broadcasting] all-cash transaction provides shareholders immediate and certain liquidity at a substantial premium," the board said. "We also believe that this transaction with LFP Broadcasting creates a great opportunity for our organization, cable television partners and customers as two of the premier adult media broadcasting companies join forces.  We look forward to completing the transaction as expeditiously as possible.”

Last week, New Frontier Media announced that the company had signed a definitive agreement to be acquired by LFP Broadcasting for $2.02 per common share in cash up front, or approximately $33 million, plus a contingent cash payment right for each common share.

The acquisition is expected to close during the fourth quarter of 2012.

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