Exhibit 99.2
THURSDAY, FEBRUARY 14, 2002
FOR IMMEDIATE RELEASE
- --(BUSINESS WIRE) - February 14, 2002
dick clark productions TO BE ACQUIRED IN $140 MILLION TRANSACTION
BURBANK, California (February 14, 2002) - dick clark productions, inc. (NASDAQ:
DCPI - news) today announced that it has entered into a definitive merger
agreement, pursuant to which a group of investors led by Mosaic Media Group,
Inc., Capital Communications CDPQ Inc. (which does business as CDP Capital
Communications), and Jules Haimovitz, a senior television executive, will
acquire all of the outstanding shares of dick clark productions. The agreement
provides that stockholders other than Dick Clark will receive $14.50 per share
in cash. Mr. Clark will receive $12.50 per share in cash for a portion of his
shares. Henry Winterstern, co-founder and managing partner of CDP Capital
Entertainment, will also invest in the acquiring entity.
In addition, Mr. Clark will invest the remaining portion of his shares in the
acquiring entity, along with Francis La Maina, President and Chief Operating
Officer of dick clark productions. The transaction will have a total equity
value of approximately $140 million. dick clark productions will continue to
operate as an independent television production company with Dick Clark serving
as the Chairman and Chief Executive Officer and Mr. La Maina as President and
Chief Operating Officer. Jules Haimovitz will become Vice Chairman and will
participate in developing the strategic direction of the company.
The transaction is subject to the approval of dick clark productions'
stockholders and to the satisfaction of customary closing conditions. Dick Clark
has agreed to vote his shares, representing approximately 70% of dick clark
production's outstanding shares, in favor of the transaction.
"I look forward to working with Mosaic Media Group, Capital Communications,
Henry Winterstern and Jules Haimovitz," said Mr. Clark. "Our participation in
this new Group should provide dick clark productions with exciting and
innovative new partnering resources."
"Our new partners bring industry experience and the financial resources that are
necessary to compete in today's complex production environment," said Mr. La
Maina. "This new relationship will allow dick clark productions to continue to
produce quality and timely programming for our customers and their audiences."
Mosaic's President, Allen Shapiro said, "The acquisition of dick clark
productions represents a continuation of Mosaic's expansion plan with its
partner CDP Capital Communications. The
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alliance of Mosaic's talent relations with dick clark's television production
capacity will create opportunities for both parties. The event programming dick
clark productions is associated with is becoming an increasingly valuable part
of the television business and the company's library has tremendous value. We
are delighted to be in business with Jules Haimovitz, with whom the principals
of Mosaic have had a long relationship."
Jules Haimovitz said, "I am very excited about the prospect of working with Dick
Clark and Mosaic to build upon the strong base of programming and production
that currently exists in the company towards the goal of broadening dick clark
productions into a diversified entertainment and media company."
Helene Belanger, Vice President of CDP Capital Communications and Managing
Partner of CDP Capital Entertainment, an investment management and advisory
services company for the entertainment industry, said, "dick clark productions
occupies a unique and attractive niche in television production which represents
a solid base for expansion. The skills of the company's expanded management
team, Mosaic's entertainment industry expertise, and CDP Capital Communications'
financial resources, worldwide network of media and entertainment partners and
sector-specific investment professionals will all be brought to bear to ensure
continued outstanding success for the company."
Henry Winterstern said, "We believe that this investment will serve as the
cornerstone of television production within our managed portfolio and create
extensive synergies among our managed investments. Further, we believe that the
combination of Dick Clark's dedication, vision and experience in the
entertainment industry with the value-added services and financial expertise of
CDP Capital Entertainment make dick clark productions well-positioned to
capitalize on growth opportunities in the industry. I am personally gratified to
be a shareholder in this new company and look forward to working with Dick
Clark, Fran La Maina and Jules Haimovitz."
Allen & Company Incorporated and Ladenburg, Thalmann & Co., Inc. served as
financial advisers to dick clark productions, and BNY Capital Markets, Inc.
acted as financial adviser to the investor group. Jenkens & Gilchrist Parker
Chapin LLP served as legal adviser to dick clark productions, and Skadden, Arps,
Slate, Meagher & Flom LLP and Stikeman Elliott served as legal advisers to the
investor group. Moses & Singer LLP served as legal advisers to the Special
Committee of the Board of Directors of dick clark productions.
Founded in 1957, dick clark productions has grown to become a leading
independent producer of a wide range of television programming for broadcast
networks, cable networks, distributors and advertisers. The Company has produced
thousands of shows and specials in all genres and for all day parts, including
such perennial hits as "Dick Clark's New Year's Rockin Eve(R)," the "American
Music Awards(R)," the "Golden Globe Awards," the "Bloopers" specials and series,
the "Daytime Emmy Awards," the "Academy of Country Music Awards," and the recent
"Disney's American Teacher Awards," among others. The Company also is a leading
creator of award-winning communications experiences from live events and
meetings to integrated marketing
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programs for major corporations. A subsidiary, dick clark restaurants, inc.,
licenses and operates "Dick Clark's American Bandstand" casual dining
restaurants.
Mosaic Media Group, launched in July 1999, merged two well-established
entertainment forces to create a hybrid with unrivalled synergies in artist
management, motion picture, television and music publishing. Mosaic unites film
and music company Atlas Entertainment, and its affiliated division Atlas/Third
Rail Management, with the talent management group The Gold/Miller Company. Atlas
Entertainment has produced film successes including "Cool Runnings," "12
Monkeys," "City of Angels," and "Three Kings," and is in post-production on the
live-action version of "Scooby-Doo," and in pre-production on "Bullet Proof
Monk," starring Chow Yun Fat, Seann William Scott and Jaime King. The music
management client roster includes Alanis Morissette, The Goo Goo Dolls, Outkast,
Green Day and Jagged Edge. Gold/Miller guides the careers of talent including
Jim Carrey, Ellen Degeneres, Garry Shandling, Will Ferrell, Kevin Sorbo, Vince
Vaughn, the Wayans family, director Jay Roach, writer/producer Judd Apatow, and
numerous members of the "Saturday Night Live" cast.
CDP Capital Communications, a division of CDP Capital, invests globally in
telecommunications, media and entertainment companies through offices in the
United States, Canada, Europe and Asia. Its growing portfolio of 113 investments
is valued at over $2.2 billion and in the U.S. includes entertainment companies
such as, Mosaic Media Group, Mosaic Music Publishing, Cutwater Media and
Signpost Films.
CDP Capital Entertainment is an investment management and advisory services
company for the entertainment industry, based in Los Angeles, co-managing
investments with CDP Capital Communications.
Jules Haimovitz presently serves as Special Consultant to the Chairman and Chief
Executive Officer of Metro-Goldwyn-Mayer. From June 1997 until he joined
Metro-Goldwyn-Mayer, Mr. Haimovitz served as President and Chief Operating
Officer of King World Productions Inc., which is the leading worldwide
distributor of first-run programming, including "Wheel of Fortune," "Jeopardy!,"
and "The Oprah Winfrey Show." Among the many other prestigious positions held by
him, until January 1992, Jules Haimovitz was President and Chief Operating
Officer of Spelling Entertainment Inc. and a member of the company's Board of
Directors. Prior to joining Spelling, Mr. Haimovitz was the President of the
Viacom Networks overseeing the Showtime and MTV networks.
Contact:
dick clark productions, inc.
Bill Simon, CFO 818/841-3003
billsimon@dickclarkproductions.com
or
Bruce Russell, Investor Relations 310/216-1414
brucerussell@ruscom.com
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Corporate Info: www.dickclarkproductions.com:
Mosaic Media Group, Inc.
and Jules Haimovitz
c/o Baker Winokur Ryder
Larry Winokur 310/550-7776
Linda Dorf 310/550-7776
CDP Capital Communications
Suzanne Brochu
514/847-2315
CDP Capital Entertainment
and Henry Winterstern
c/o ATG Communications
Ann Garrett, 818/501-8499
ann@cdpcapitalentertainment.com
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