The WONDERFILM Media Corporation (TSXV:WNDR, OTC:WDRFF, FRA:Y25) (“Wonderfilm” or the “Company”) is pleased to announce it has entered into an arm’s length Share Purchase Agreement (the “Transaction”) to acquire 100% of both WOL Productions (“WOL”)
The WONDERFILM Media Corporation (TSXV:WNDR, OTC:WDRFF, FRA:Y25) (“Wonderfilm” or the “Company”) is pleased to announce it has entered into an arm’s length Share Purchase Agreement (the “Transaction”) to acquire 100% of both WOL Productions (“WOL”), an entertainment company with an extensive slate of English and Chinese language movie production script packages and Starbury Sports (“Starbury”) a sporting brand and media company co-founded by Dr. Bruno Wu and Stephon Marbury.
These acquisitions were first announced in a news release dated November 29, 2018 and represent the completion of Wonderfilm’s latest strategic growth step transforming the Company from a movie production house into a broader worldwide entertainment producer. From Starbury, Wonderfilm gains an exclusive strategic partnership that adds sports events, sport centres and sports broadcasting to its production repertoire. The Company also gains access to a network of elite, high profile athletes, sports and eSports personalities who will transcend their sporting successes by developing wider brands through acting roles, services, merchandising and events.
Wonderfilm’s new subscription video on demand (“SVOD”) digital channels will be among the first beneficiaries of the unified companies, straightaway gaining access to the sports and eSports market, significant social media promotion, corporate advertising, sponsorship revenues and exclusive Grapevine Logic Inc. (“Grapevine”) content while serving its primary service as a US broadcast outlet for Wonderfilm produced films and TV. Grapevine gains the production outlet necessary to align their 4,700 corporate brands into broader media channels while Wonderfilm exploits new direct advertising, marketing, analytics and alternative distribution channels for its own original digital content.
Kirk Shaw, Wonderfilm CEO, “The Wonderfilm brand is now unique among independent content creation companies as we position the Company into a full-fledged international entertainment company. Partnering with Shaun Redick adds a lucrative theatrical movie component supported by Grapevine’s social media reach. In the shifting media marketplace, we are actively positioning the Wonderfilm brand as a significant international producer/distributor of content only matched by conglomerates like Disney that are able to boast similar marketing strength supporting their productions. As movie producers, the SVOD channel broadens our production base with direct broadcast of our (old and new) content. For shareholders this means a stronger Company with dynamic new revenue opportunities that significantly build out Wonderfilm’s core production business and bottom line”.
Pursuant to the Transaction, 33,000,000 common shares at CAD$0.50 per common share for total deemed consideration of CAD$16,500,000 will be issued to the Vendors subject to escrow conditions.
As a condition of the Transaction, Dr. Bruno Wu will participate in a non-brokered private placement for a minimum of 3,870,000 Units at CAD$0.35 per Unit for total proceeds of CAD$1,349,950. The Unit will consist of 1 common share and one-half of one common share purchase warrant with an exercise price of CAD$0.50 will expire 24 months after the close of the Transaction (the “Private Placement”). The Vendors will retain a royalty of 20% of the audited EBITDA derived directly from Starbury Media.
Board of Directors Post Transaction
Under the terms of the Transaction, Ben Wu will be named Chairman of the Board of Directors and Kirk Shaw will continue as CEO of Wonderfilm. Stephon Marbury will be appointed CEO, Sports Media Division. The Board of Directors will consist of Ben Wu, Stephon Marbury, Kirk Shaw, Avis Zhu, Norman Tsui and Rob Straight. The biographies of each director are as follows:
Stephon Marbury played in the NBA for 12 seasons, averaging 19.3 points, 7.6 rebounds and 3.0 assists per game for the Minnesota Timberwolves, New Jersey Nets, Phoenix Suns, New York Knicks and Boston Celtics. The 6-foot-2 guard departed to China in 2010 to play professionally in the CBA and eventually lead the Beijing Ducks to their first three championships. The six-time CBA All-Star became a star not only in Beijing but throughout China, as he was awarded with a statue and museum, had a play, movie and stamp made in his honor, and also became the first professional foreign athlete to be permitted a green card.
Mr. Wu is currently the Vice-Chairman for Sun Seven Stars Group since November 2013. Mr. Wu was Cisco’s Vice President of Greater China and General Manager of Cisco’s Video Solutions division. Mr. Wu joined Cisco in 2005, expanding their Video Solution business from USD$20 million in sales to USD$500 million within four years. He received numerous awards at Cisco, including the Circle of Excellence, Best Leadership, and “Barbarian” awards. In both 2009 and 2010, Mr. Wu was honoured by the China Broadcasting Association for his contributions to Science & Technology. Mr. Wu has worked in the cable and entertainment industry for over 20 years and is a well-known industry veteran. Before joining Cisco, Mr. Wu served as the Deputy CEO of Sun TV Corporation, a Hong Kong listed company, and served as China General Manager for Scientific Atlanta. Mr. Wu graduated from Maryville University with a B.S. degree in Computer Science and earned his MBA from Burlington University.
Ms. Avis Zhu has close to 20 years of successful experience in media, public relations and brand management. She served as the Vice President of Sun Media Group Holdings Limited responsible for brand PR and publication before joining Sun Seven Stars Entertainment & Media Group Ltd. She was once the editor- in-chief of the Chinese version of Madame Figaro, a female magazine with top circulation in France, and the editor-in-chief of the Chinese version of Figaro Girl. Before that she worked as a chief editor for iLOOK Metropolis. Ms. ZHU is an active thinker. She loves innovation and is accustomed to working in a cross-cultural environment.
Mr. Tsui is currently the Executive Vice President and Director for The Wonderfilm Media Corporation (TSXV: WNDR) and President and Director for HooXi Network Inc. (TSXV: HXI). Mr. Tsui has been financing, operating and investing in technology, media, biotechnology, and high-growth companies for over 25 years. He began his career at KPMG (Audit, Risk Management, Consulting and Corporate Finance) and has since been involved in divestitures, mergers & acquisitions structured financings, IPOs, RTOs, CPCs and restructuring of publicly listed and private companies. He earned a BSc and MSc in Bio-resource Engineering from UBC. Mr. Tsui is also a CPA/CA.
Mr. Straight is a highly reputed Senior Executive and Advisor with more than 41 years of success spanning entertainment, media, film, TV and publishing including director experience. Throughout his executive career, he has held leadership positions with Horizon Motion Pictures, Inc., Vestron Inc., Canadian Broadcasting Corporation (CBC), The Vancouver Sun, The North Shore Citizen and Image Flow Productions. In his past role as Senior Vice President International at Vestron Inc., a NYSE film and video production and distribution company, Mr. Straight managed offices across eight countries and was responsible for the theatrical, video/DVD, and TV releases of the company’s acquisitions and productions, including Dirty Dancing, Making Michael Jackson’s Thriller, The Dead and China Girl. He is the Owner and President of Horizon Motion Pictures, where he has distributed films to world markets and raised financing for dozens of TV movies that have aired on Lifetime and the ScyFy Channel. He has produced feature films and documentaries with Academy Award-winning actors including Louis Gossett, Jr., F. Murray Abraham, and Kelsey Grammer; most notably, he won an International Emmy Award and Canadian Screen Award for his feature documentary, The Exhibition. He is now the Co-Founder and executive for The Green Channel, a SVOD channel that streams environmental film and TV series with the goal of empowering filmmakers.
Mr. Shaw is the current CEO and Director of The Wonderfilm Media Corporation. He has produced over 230 movies, becoming North America’s second most prolific film producer in history. Best known for his production packaging and financing prowess, over his 30-year career Mr. Shaw has contributed his talents to many U.S. television series and feature films, including the Oscar winning, “The Hurt Locker.” Mr. Shaw has worked with all major studios, plus notable stars such as Charlize Theron, Woody Harrelson, Kim Basinger, John Cusack, Ray Liotta and Cuba Gooding Jr. Mr. Shaw’s experience with public companies can be summarized as follows: from 2016 to present: CEO of Wonderfilm; from 2014 to 2017: director of Bearing Lithium Corp., in 2017: director of Totally Hip Technologies Inc.; from 2009 to present: CEO of Raintower Films/Odyssey Media Inc.; from 1996 to present: CEO of Insight Films; from 2007 to 2015: director of Whistler Gold Exploration Inc.; in 2015; senior officer and director of Blizzard Finance Corp.; from 2002 to 2015: director of Empire Metals Corp.; from 2011 to 2013: CEO and director of Folkstone Capital Corp.; and from 2011 to 2013; CEO and director of Sophia Capital Corp.
Completion of the Transaction is subject to a number of conditions. Such conditions include; completion of the Private Placement; completion of the renaming of the Company to Seven Stars Media Group; majority consent approval of the shareholders of Wonderfilm; and receipt of all required regulatory, corporate and third party approvals and fulfilment of all applicable regulatory requirements and conditions necessary to complete the Transaction, including approvals by the TSXV as the proposed transaction may be a “Reviewable Transaction” under Policy 5.3 “Acquisitions and Dispositions on Non-Cash Assets” of the TSXV. As a result of such conditions, there can be no assurance that the Transaction will be completed as proposed or at all. No finder’s fee will be paid on the Transaction.
About Sun Seven Stars Investment Group Limited and Dr. Bruno Wu
Dr. Wu is the Vice Chairman of the National Committee for China-US Relations that is intended as a channel for conflict resolution. Dr. Wu is the Chairman Ideanomics, Inc. (NASDAQ: IDEX), the leading global next-generation artificial intelligence and fintech company that offers supply chain and digital finance solutions for the energy and commodities industries. Additionally, since 2007, Dr. Wu has been the founder, co-chairman and CEO of Sun Seven Stars Media Group Limited, one of the biggest private media and investment conglomerates in China. Its predecessor is Sun Media Group Holdings Limited, which was established by Bruno Wu and Yang Lan in 1999 and became one of the leading entertainment, media and investment companies in Asia after 10 years of growth with a presence in over ten major cities in the world including: Beijing, Shanghai, Tianjin, Hong Kong, New York, LA, Paris, London, Vancouver, Toronto, Seoul and Scandinavian countries. Dr. Wu served as Chairman of Sun Media Group from 1999 to 2007 and was former director of Shanda Group, a private investment group, from 2006 to 2009. Dr. Wu was co-chairman of Sina Corporation (NASDAQ: SINA), a Chinese media and Internet services company, from 2001 to 2002. Additionally, Dr. Wu served as the chief operating officer for ATV, a free-to-air television broadcaster in Hong Kong, from 1998 to 1999. Dr. Wu served as a director of Semir Garment Co. Ltd (SHE:00256) between 2008 and 2012. Dr. Wu received a Ph.D. from the School of International Relations and Public Affairs at Fudan University in 2001 and prior to that received an M.A. in International Relations from Washington University, a B.A. in Business Management from Culver-Stockton College of Missouri and a diploma in Superior Studies in French Literature from the School of French Language and Literature at the University of Savoie in Chambery, France.
About The Wonderfilm Media Corporation
Wonderfilm is a leading publicly traded (TSX Venture Exchange: WNDR) entertainment company with production offices in Los Angeles, corporate offices in Vancouver BC and its Asian distribution office in Seoul, South Korea. The Company’s core business is producing market-driven independent feature films and quality television series for multi-platform global exploitation. Current productions include the feature films, Moose (staring John Travolta) and Primal (starring Nicolas Cage.) The Company’s guiding philosophy is bringing new financing solutions to an entertainment industry increasingly looking for funding and co-production alternatives. Wonderfilm is a producer and distributor only for the projects disclosed. The legal ownership of movie productions are held in a special purpose legal entity held at arm’s length to the Company to facilitate for the qualification of various levels of domestic and foreign government tax credit incentives that are customary in the film and production business.
Grapevine is the world’s leading end-to-end influencer marketing platform that enables collaboration between advertisers and social media content creators to produce promotional content at scale. The Grapevine network includes more than 177,000 creators who generate more than 6 billion monthly views. Advertisers leverage Grapevine’s workflow management software and proprietary tracking and analytics to measure direct response and conversion rates from promotional content on YouTube, Facebook, and Instagram. Learn more at https://www.grapevinelogic.com/
Starbury is a media and sports celebrity technology platform powered by artificial intelligence that is involved with athletic products, sports media content (Professional fighting, e-Sports, Soccer, Extreme sports, etc.) and branding services. Starbury was co-founded by Stephon Marbury and Dr. Bruno Wu.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains forward-looking statements that are subject to substantial risks, uncertainties and assumptions. All statements other than statements of historical fact contained in this press release are forward-looking statements. These statements often include words such as ‘believe,’ ‘xpect,’ “target,” ‘anticipate,’ “forecast,” ‘intend,’ ‘plan,’ ‘projects,’ ‘seek,’ ‘will,’ ‘may’, ‘indicate’ or similar expressions. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Wonderfilm’s control and Wonderfilm’s actual results could well differ materially from those stated or implied in forward-looking statements due to several factors.
Although Wonderfilm believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that the events and circumstances reflected in the forward-looking statements will be achieved or occur. The timing of events and circumstances and actual results could differ materially from those projected in the forward-looking statements. Accordingly, one should not place undue reliance on forward-looking statements. All such reflect the date made only. Wonderfilm undertakes no obligation to update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further details, please see the Company’s documents filed on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
The Wonderfilm Media Corporation, Chief Executive Officer