Premier Exhibitions Inc. entered into a definitive merger agreement to acquire Dinoking Tech Inc. from Daoping Bao and others for $14.5 million.
April 01, 2015
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Premier Exhibitions Inc. (NasdaqCM:PRXI) entered into a definitive merger agreement to acquire Dinoking Tech Inc. from Daoping Bao and Nancy Brenner for $15 million on April 2, 2015. Under the terms of the agreement, Premier Exhibitions will acquire all outstanding shares of Dinoking Tech, for a total consideration of $6.4 million payable in Premier Exhibitions shares or shares exchangeable for Premier Exhibitions shares at transaction close. Premier Exhibitions also agreed to future contingent payments to Dinoking Tech shareholders of up to $8.6 million payable in either cash or stock if certain milestones are reached. Post acquisition, Dinoking Tech will become an indirect wholly-owned subsidiary. In the event of termination Premier will pay to Dinoking a break-up fee in the amount of $1 million.
Post transaction, Daoping Bao will become the Executive Chairman, President and Chief Executive Officer of Premier Exhibitions. For the year ended December 31, 2014, Dinoking reported revenues of CAD 11.13 million ($9.57 million), operating income of CAD 6.53 million ($5.62 million) and net income of CAD 5.67 millio ($4.87 million). The transaction has been approved by the Board of Directors of Premier Exhibitions. The completion of the transaction is subject to Premier Exhibitions shareholder approval, an amendment to Premier's articles of incorporation, listing of the shares on NASDAQ, execution of Registration Rights Agreements, execution of ancillary agreement and Corporate Governance Agreement, third party consents and governmental approval. The merger is expected to be completed in August 2015. The special meeting of shareholders is to be held on October 29, 2015. As of October 13, Institutional Shareholder Services advised Premier Exhibitions to vote in favor of the acquisition. As on October 29, 2015, Premier Exhibitions shareholders approved the transaction.
Derek Bork of Thompson Hine LLP and Catherine Graham, Brent Kerr and Cyndi Laval of Gowling Lafleur Henderson LLP acted as legal advisor for Premier Exhibitions Inc. Catherine Wade of Dentons Canada LLP acted as legal advisor for Dinoking Tech Inc. American Stock Transfer & Trust Company, LLC acted as transfer agent for Premier Exhibitions. JPMorgan Chase & Co. acted as the financial advisor for Premier Exhibitions Inc. Nate Collins of BDO USA, LLP provided due diligence and Alliance Advisors, LLC acted as the information agent to Premier Exhibitions.
Pryxie Liquidation Corp., formerly Premier Exhibitions, Inc., is a provider of museum-quality exhibitions. The Company is engaged in developing and displaying exhibitions for education and entertainment. The Company presents touring exhibitions around the world. The Company's exhibitions present opportunities to experience compelling stories using authentic objects and artifacts in diverse environments. Its exhibitions are presented in museums, exhibition centers and other entertainment venues. Its exhibitions are presented in areas, including Philadelphia, Winnipeg, Gallipolis, Calgary, Las Vegas and Atlanta. The Company's services include content development, exhibit design, brand development, space planning and detailed fabrication drawings. It also offers services, such as merchandising; e-commerce, and conceptual exhibition design, including branding, space planning and exhibition design.
PREMIER EXHIBITIONS, INC. 
