IDW Media Holdings, Inc. (OTC PINK: IDWM), is pleased to announce a non-brokered private placement pursuant to which the Company proposes to issue to certain existing stockholders shares of its Class B common stock (the “Shares”) at a price of $21.38 per share for a total of $4 million (the “Offering”).
The proceeds from the Offering will be used by the Company to finance the Company’s IDW Entertainment division, and for general working capital purposes.
The Shares will be offered and sold only on a private placement basis to existing holders who own more than 3,000 shares. Such holders may invest up to 5% of their ownership.
Howard Jonas, Chairman of the Board has committed to invest $2 million in the Offering, and Raging Capital Master Fund, Ltd. has committed to invest approximately $600,000 in the Offering, based on their (and their related parties’) current ownership in the Company, and members of management have committed to purchase approximately $639,000 of the Offering.
Mr. Jonas and Raging Capital have agreed to purchase any shares that are not purchased by other eligible holders, pro rata in accordance with their current ownership position in the Company.
Purchased shares will be subject to a restriction on transfer for six months following the closing of the Offering. The Offering Documents which include a Private Placement Memorandum, a Subscription Agreement and an Accredited Investor Representation Letter are available below and on the Company’s website at http://idwmediaholdings.com/investor-relations/ and through the OTC Disclosure & News Service. Eligible stockholders of the Company will need to provide proof of ownership of Company stock and accredited investor status.
Offering Documents – PPM – IDWMH
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements.
All statements above that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks, and should be consulted along with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.
About IDW Media Holdings
IDW Media Holdings (OTC: IDWM) is a fully integrated media company, which includes the awardwinning IDW Publishing, IDW Games, IDW Entertainment, Top Shelf Productions, the San Diego Comic Art Gallery, and CTM Media Group Inc. a subsidiary of IDW Media Holdings (OTC:IDWM, OTCBB:IDWM, OTCPK:IDWM). CTM Media Group Inc. is one of North America’s largest distributors of tourism information. Distributing over 100 million brochures last year, CTM’s comprehensive visitor out of home marketing network includes over 14,000 brochure information displays and 400 awardwinning touch screen kiosks.