EXHIBIT 99.2
GENIUS PRODUCTS ANNOUNCES PLANS TO ACQUIRE WELLSPRING FILM LIBRARY
-- HIGHLY ACCLAIMED 1000-TITLE LIBRARY AND DIRECT RESPONSE CATALOGUE IN
TRANSACTION DESIGNED TO LEVERAGE GENIUS PRODUCTS' INFRASTRUCTURE
AND MOVE COMPANY TO PROFITABILITY --
SOLANA BEACH AND SANTA MONICA, CALIFORNIA - FEBRUARY 23, 2005 - GENIUS PRODUCTS,
INC. (OTCBB:GNPI) and American Vantage Companies (NASDAQ:AVCS) today announced
the signing of a letter of intent for Genius to acquire with its stock American
Vantage Media Corporation ("AVMC"), a wholly-owned subsidiary of AVCS. AVMC owns
the highly acclaimed Wellspring Media, Inc. ("Wellspring") film library and the
Video Home Collection direct response catalog.
Terms of the transaction were not disclosed. The companies are
currently undergoing due diligence review and negotiating a definitive merger
agreement. Completion of the transaction will be subject to validation of the
purchase price by a third party valuation firm, among other closing conditions.
AVMC, with revenues of approximately $20 million for 2004, distributes
its filmed entertainment -- consisting of independent and art-related films,
documentaries and holistic living programming -- through major home video
retailers, broadcast and cable outlets, specialty theater chains and a direct
mail catalog reaching more than 400,000 consumers. Titles within the division's
Wellspring Film Library include commercial films, musical performances and
wellness programs.
Certain of the approximately 1,000 titles within Wellspring's library
have garnered nearly every major award in the media business, including the
Oscar, Grammy, Peabody, Golden Globe and Palm d'Or. Among its many critically
acclaimed well-known titles are TARNATION, RED LIGHTS, BREAKER MORANT,
BREATHLESS, Z, MY DINNER WITH ANDRE, AND THE AMERICAN MASTERS(R) series.
"The AVMC acquisition will mark a next step in the development of our
strategic plan to broaden our base of proprietary content," said Trevor
Drinkwater, Genius Products' chief executive officer. "Together, Genius Products
and AVMC will represent a critical mass of high quality and diverse content that
will allow us to work closely with retailers in developing customized programs
to meet their sales and demographic objectives. The Wellspring titles, with
their independent focus and international appeal, complement Genius' Branded
Distribution Network. We believe that AVMC's sizeable and valuable library
creates significant opportunities to generate meaningful cash flow as titles are
released and re-released in multiple formats."
Drinkwater added, "This transaction is emblematic of the growth track
we are setting for Genius Products and our intention to leverage our established
resources. Over the past year, we have built an infrastructure to clearly
support significantly greater sales volume. With the high quality of assets
being acquired, the cost savings and margin improvement identified, and the
leverage opportunities planned, we believe this acquisition will return greater
value to our stockholders."
In addition to Jonathan Caouette's TARNATION and RED LIGHTS, past and
upcoming Wellspring theatrical releases include critically acclaimed films such
as Alexander Sokurov's RUSSIAN ARK, hailed by Roger Ebert as "one of the most
astonishing films ever made," Akira Kurosawa's masterpiece RAN, THE CIRCLE and
CRIMSON GOLD by Jafar Panahi, GIRLHOOD by Liz Garbus, IN MY SKIN by Marina de
Van, CARNAGE by Delphine Gleize, FRIDAY NIGHT, by Claire Denis, MADAME SATA by
Karim Ainouz, MAROONED IN IRAQ by Bahman Ghobadi, the films of Rainer Werner
Fassbinder, YI YI by Edward Yang, LES DESTINEES by Olivier Assayas, UNDER THE
SAND by Francois Ozon, ADVENTURES OF FELIX by Olivier Ducastel and Jacques
Martineau, POLA X and MAUVAIS SANG by Leos Carax, Humanite and 29 PALMS by Bruno
Dumont, WHAT TIME IS IT THERE? by Tsai Ming-liang, and NOTORIOUS C.H.O. by
Lorene Machado. Together, the Wellspring Home Video and Worldwide Sales
libraries boast 1000 titles including major works by Francois Truffaut, Jean Luc
Godard, Eric Rohmer, Luchino Visconti, Rainer Werner Fassbinder, Hou
Hsiao-Hsien, The Taviani Brothers, Peter Greenaway, Jacques Demy, Akira
Kurosawa, Pedro Almodovar, Michelangelo Antonioni, Lina Wertmuller and more. In
addition to distributing its theatrical art house releases on video/DVD,
Wellspring's home video unit focuses on enlightening health and wellness
programming including Joseph Campbell's THE POWER OF MYTH, and titles featuring
the work of Deepak Chopra, Dr. Andrew Weill, Dr. Paul Lam, Alan Watts and
Caroline Myss.
Stephen K. Bannon, vice chairman of AVCS, commented: "Our decision to
combine AVMC's assets with Genius Products is a direct reflection of our respect
for the strength of Trevor's management team, the organization they have built
and the opportunities we envision for combining our broad content assets with
their distribution platform."
It is the understanding of both parties that Steve
Bannon will be appointed co-chairman of Genius Products, subject to the closing
of the contemplated transaction and approval of the board of directors of Genius
Products.
ABOUT GENIUS PRODUCTS, INC.
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Genius Products, Inc. (OTCBB:GNPI) is a multi-brand company that produces and
distributes affordable entertainment products including DVDs and CDs. Its
products are sold in retail outlets nationwide under well-known brands including
AMC(R), TV Guide(R), IFILM(TM), Sundance Channel Home Entertainment(TM),
Bazooka(R), Jay Jay The Jet Plane(R), National Lampoon(R), The Twilight
Zone(TM), Baby Genius(R), Tonka(R), My Little Pony(R), Curious George(R) and
Paddington Bear(TM). Genius Products also licenses the Baby Genius brand to
third-party companies for a variety of products including books and musical
books.
SAFE HARBOR STATEMENT
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Except for historical matters contained herein, the matters discussed in this
news release are forward-looking statements. The forward-looking statements
reflect assumptions and involve risks and uncertainties, which may affect Genius
Products' business, forecasts, projections and prospects, and cause results to
differ from these forward-looking statements. Actual results could vary for many
reasons, including but not limited to, the ability to execute a definitive
merger agreement, consummate the proposed merger transaction and integrate the
companies; the effectiveness of new leadership; the timely development and
acceptance of new products; the market demand for current products; and general
market conditions. Other such risks and uncertainties include the company's
ability to grow its business, to obtain additional licenses, and to meet
anticipated release schedules and other matters, which are described in the
company's filings with the Securities and Exchange Commission. Genius Products
assumes no obligation to update any forward-looking statements to reflect events
or circumstances occurring after the date of this news release.
# # #
Contact:
Trevor Drinkwater
Chief Executive Officer
Genius Products, Inc.
Genius Products, Inc.
858.793.8840
Cecilia A. Wilkinson/Rosemary Moothart
PondelWilkinson Inc.
310.279.5970