EXHIBIT 99
BIG ENTERTAINMENT TO PURCHASE HOLLYWOOD ONLINE, OWNER OF
HOLLYWOOD.COM, FROM TIMES MIRROR FOR $31 MILLION
Combined bige.com/hollywood.com Website To Offer Merchandise, Content,
and Movie Theatre Show Times From The
Internet's First Entertainment Superstore
hollywood.com's Exclusive Agreement With the National Association of Theatre
Owners Gives BigE Access to About 75 Percent of Movie Screens Nationwide
BOCA RATON, FL and LOS ANGELES, CA - (Jan. 11, 1999) - Big Entertainment, Inc.
(NASDAQ: BIGE) and The Times Mirror Company (NYSE: TMC) announced today that Big
Entertainment will acquire Hollywood Online, Inc., and its website,
hollywood.com, from Times Mirror for $31.0 million in stock, under a definitive
agreement signed today by the two companies.
Big Entertainment said that it plans to combine hollywood.com's extensive
entertainment information and content with BigE's entertainment e-commerce
website, bige.com, to form the Internet's first comprehensive entertainment,
movie and popular culture superstore. Hollywood Online currently owns and
operates hollywood.com, a leading Internet site for movie and celebrity-related
multimedia information, including movie show times for about 75 percent of
screens nationwide. BigE currently owns and operates bige.com, an e-commerce
studio store offering thousands of licensed merchandise products from Hollywood
studios, TV networks and popular culture.
The combined Internet properties will operate under the hollywood.com name and
web address (URL) upon completion of the purchase, which is anticipated to occur
within the next 90 days.
Mitchell Rubenstein, chairman and CEO of Big Entertainment, said, "The
acquisition is the defining event in BigE's transition into a premier Internet
retailer in the entertainment sector. We are combining the leading movie content
and movie show times Website with our leading studio store merchandise site. To
complete hollywood.com's powerful movie and entertainment package, we expect to
add online movie ticketing and other e-commerce products, including videos and
DVDs. We believe consumers will want to visit and use hollywood.com frequently.
The acquisition makes us a global player, with about 20 percent of our new
Website users overseas. We see significant growth potential globally as we
create the new hollywood.com on-line superstore."
Thomas Unterman, executive vice president and chief financial officer of Times
Mirror, said, "The combination of hollywood.com and bige.com will powerfully
extend the reach of both websites. We are looking forward to becoming a
shareholder in BigE."
Michael Rollens, chairman and chief executive officer of Hollywood Online Inc.,
said, "The merging of hollywood.com's comprehensive movie content with
bige.com's extensive entertainment products, creates a combined website which
will be a leader in motion picture information and e-commerce."
Under today's agreement, Big Entertainment, Inc. will issue $31.0 million in
newly-issued stock to The Times Mirror Company, consisting of common stock and,
under certain circumstances, preferred stock. The number of shares of BigE
common stock to be issued will be $31.0 million divided by the average ("Average
Share Price") of the closing bid prices of BigE common stock for the 15 trading
days ending on the third day immediately preceding today (which has been
calculated to be $12.98 a share), and the 15 trading days beginning on the third
trading day after today. In addition, the Average Share Price will be no more
than 35 percent above or below $12.98. If, following the transaction, Times
Mirror would own more than 19.9 percent of the fully-diluted voting stock of
BigE, Times Mirror will receive in lieu of such excess a new series of
BIG ENTERTAINMENT TO PURCHASE HOLLYWOOD ONLINE,
OWNER OF HOLLYWOOD.COM, FROM TIMES MIRROR FOR $31 MILLION
January 11, 1999
Page 2 of 3
non-voting convertible preferred stock of Big Entertainment, Inc., for up to $6
million. BigE also has the right, under certain circumstances, to pay up to $1
million of the merger consideration in cash.
The transaction is subject to the approval of BigE's current shareholders if the
number of shares to be issued to Times Mirror would exceed 20 percent of BigE's
outstanding common stock prior to issuance. If the Average Share Price was
$14.4375 (the closing bid price of BIGE on January 8, 1999), Times Mirror would
receive approximately 2,027,000 shares of common stock (which would represent,
after issuance, approximately 19.9 percent of the BIGE common shares outstanding
assuming no conversion of any of BigE's currently outstanding convertible
preferred stock) and approximately $1.7 million of newly-issued non-voting
convertible preferred stock. BigE Chairman Rubenstein, President Laurie Silvers
and two other principal shareholders of BigE, who hold in the aggregate
approximately 30 percent of BigE voting stock, have agreed to vote in favor of
the issuance of the common stock in the merger, if a vote is necessary. The
transaction is also subject to customary regulatory approval.
One Times Mirror representative will join the Big Entertainment Board of
Directors, bringing the Board's total membership to nine.
Big Entertainment, already the Internet's largest online entertainment studio
store, offers a wide assortment of merchandise from films, TV and popular
culture, including apparel, posters, and collectibles. Today's transaction adds
significant content, including movie theatre showtimes, digitized video and
audio clips, trailer, soundtrack music, photographs and interactive games, daily
Hollywood news, celebrity interviews, coverage of major movie premieres and film
festivals, reviews, interactive forums, and box-office charts.
The combined website will be promoted under an exclusive marketing agreement
with the National Association of Theatre Owners (NATO). Under the NATO contract,
hollywood.com is the exclusive movie information online site promoted on-screen
in these theatres.
BIG ENTERTAINMENT TO PURCHASE HOLLYWOOD ONLINE,
OWNER OF HOLLYWOOD.COM, FROM TIMES MIRROR FOR $31 MILLION
January 11, 1999
Page 3 of 3
In the month of December 1998, hollywood.com had approximately 1.2 million
unique user visits with over 20 million page views. Twenty percent of
hollywood.com's website users are from outside the United States. bige.com went
live on the Internet last Thanksgiving and is the exclusive e-commerce
entertainment store for USA Today's website usatoday.com, and is also promoted
on broadcast.com, Excite, and Film.com.
As part of today's transaction, the combined "hollywood.com/bige.com" website
will also become the exclusive studio store for latimes.com, the website for the
Los Angeles Times (excluding videos and DVDs). latimes.com is owned by Times
Mirror. BigE said it would seek to expand these exclusive newspaper website
relationships to other cities in the United States.
Big Entertainment, Inc. ("BigE") was founded by Mitchell Rubenstein and Laurie
Silvers, who earlier founded the Sci-Fi Channel O. BigE owns bige.com, an
e-commerce studio store offering thousands of entertainment products from
Hollywood studios, TV networks, and popular culture. bige.com is available on
the web at www.bige.com as well on many popular websites, including
usatoday.com, broadcast.com, Excite, and Film.com. BigE also owns entertainment
properties created for it by best-selling authors and media celebrities,
including Leonard Nimoy and Mickey Spillane.
Times Mirror, a Los Angeles-based news and information company, publishes the
Los Angeles Times, Newsday, The Baltimore Sun, The Hartford Courant, The Morning
Call, The (Stamford) Advocate and Greenwich Time; a wide array of professional
information for the aviation, training and health improvement markets, and
consumer magazines. Times Mirror newspapers have won a total of 58 Pulitzer
Prizes, among the highest of any news and information company in the country.
More information about Times Mirror is available on the company's website,
www.tm.com.
The matters discussed herein that are forward-looking statements are based on
current management expectations that involve risks and uncertainties that may
result in such expectations not being realized. Potential risks and
uncertainties include, but are not limited to, the risks described in Big
Entertainment's filings with the Securities and Exchange Commission.
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CONTACTS:
Big Entertainment:
Mitchell Rubenstein, 561-998-8000
or Gene Donati, Clark & Weinstock, 212-953-2550 (media and investors)
Mark Cohen, The Pinnacle Group, 516-773-2477 (investor relations)
Times Mirror:
Martha Goldstein, 213-237-3727 (media information)
Jean M. Jarvis, 213-237-3955 (investor information)