LiveXLive Media To Acquire Snap Interactive

BEVERLY HILLS, Calif., Sept. 11, 2017 /PRNewswire/ -- LiveXLive Media, Inc. (OTC: LIVX)LiveXLive Media, Inc. ("LiveXLive"), one of the only premium streaming networks devoted to live music and music-related video content, announced today that it has entered into a merger agreement to acquire SNAP Interactive, Inc. (OTCQB: STVI) ("SNAP"), a leading provider of live video social networking and interactive dating applications.

SNAP has a wide array of mobile applications with users in 180 countries. As of June 30, 2017, SNAP had approximately 179,000 premium subscribers and approximately 45,000 new users joining per day. SNAP's revenue streams include subscriptions, virtual gifts, micro-transactions, and advertising. SNAP's history of innovation is well documented as a holder of 26 patents in video conferencing and gaming. The acquisition of SNAP will help LiveXLive rapidly bring consumers a greatly enhanced viewing experience through group video chat, and other social and relationship building features. LiveXLive will continue to operate SNAP's current slate of apps and will look to leverage its influencer network, LiveXLive Influencers – with more than 85 million combined followers – to drive awareness and new subscribers to SNAP's host of digital services. Additionally, LiveXLive plans to integrate SNAP's technology into LiveXLive's existing platform to enhance the LiveXLive online community experience and bring fans closer together around the bands and music they love.

"We are building a unique, highly differentiated destination for music fans globally and are excited to add SNAP's robust live video expertise and technology, intellectual property and user base to the LiveXLive family," said LiveXLive's Chief Executive Officer and Chairman of the Board, Robert Ellin. "LiveXLive is committed to becoming a live social music network with experiential tools and features from SNAP to power our video content and live streams for music lovers," continued Mr. Ellin.

"SNAP is pleased to be joining one of the newest and most disruptive names in music and live video entertainment. Our 18 years of pioneering technology in live video social networking applications is a perfect fit to power LiveXLive's vision. We look forward to being an integral part of an exciting LiveXLive ecosystem," remarked SNAP's Chairman of the Board, Jason Katz.

Under terms of the merger agreement, LiveXLive will acquire SNAP through a merger of SNAP with and into a LiveXLive subsidiary, LXL Video Acquisition Corp ("LXL Video"), and following the merger, LXL Video will continue as the surviving corporation. The aggregate purchase price for the acquisition is approximately $34.0 million consisting of approximately $20.4 million in cash and approximately $13.6 million in shares of LiveXLive common stock, subject to adjustments as provided in the merger agreement. The closing of the proposed transaction is subject to certain conditions, including the completion by LiveXLive of an underwritten public offering generating aggregate gross proceeds of at least $100 million, as well as the filing of a Registration Statement on Form S-4 with the Securities and Exchange Commission (the "SEC"). There can be no assurance that this merger shall be consummated on the terms described herein, if at all. For more information about the transaction, see LiveXLive's Current Report on Form 8-K filed with the SEC on September 11, 2017.

Legal Notices

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such 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. This material is not a substitute for the joint information statement/prospectus that LiveXLive and/or SNAP would file with the SEC or any other documents that LiveXLive and/or SNAP may send to their stockholders in connection with the transaction. LiveXLive will be filing a Registration Statement on Form S-4, containing a joint information statement/prospectus for LiveXLive and SNAP, with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT CONTAINING THE JOINT INFORMATION STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to receive the Registration Statement, containing the joint information statement/prospectus, and other relevant documents, when filed, free of charge at the SEC's website, www.sec.gov, or from LiveXLive at http://www.livexlive.com.

About LiveXLive Media, Inc.

LiveXLive Media, Inc. ("LiveXLive") is one of the world's only premium streaming networks devoted to live music and music-related video content. Since LiveXLive's launch in 2015, LiveXLive has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Outside Lands Music and Arts Festival and Hangout Music Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Metallica, Duran Duran, Radiohead, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5. For more information, visit our website at http://www.livexlive.com and follow us on Facebook, Instagram and Twitter at @livexlive.

About Snap Interactive, Inc.

Snap interactive, Inc. is a leading provider of live video social networking and interactive dating applications.  SNAP has a diverse product portfolio consisting of nine products including Paltalk, and Camfrog, which together host one of the world's largest collections of video-based communities, and FirstMet, a prominent interactive dating brand serving users 35 and older.  SNAP has a long history of technology innovation and holds 26 patents related to video conferencing and online gaming.

Forward-Looking Statements

All statements other than statements of historical facts contained in this press release are "forward-looking statements." 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. These factors include uncertainties as to the consummation of the proposed acquisition of SNAP, identifying, acquiring, securing and developing content, ability to attract and retain users, successfully implementing LiveXLive's and SNAP's growth strategy, including relating to their technology platforms and applications, management's relationships with industry stakeholders, changes in economic conditions, competition, and other risks including, but not limited to, those described in LiveXLive's and SNAP's respective most recent Annual Reports on Form 10-K and their other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof and LiveXLive and SNAP disclaim any obligations to update these statements except as may be required by law.

SOURCE LiveXLive Media, Inc.

Related Links

http://www.livexlive.com