EXHIBIT 99
NEWS BULLETIN
FOR FURTHER INFORMATION:
POINT.360
7083 HOLLYWOOD BLVD. SUITE 200
HOLLYWOOD, CA 90028
Nasdaq: PTSX
AT THE COMPANY:
Alan Steel
Executive Vice President
(323) 860-6206
FOR IMMEDIATE RELEASE - HOLLYWOOD, CA, November 17, 2004
POINT.360 DECLARES DIVIDEND
DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS
HOLLYWOOD, CA (November 17, 2004) Point.360 (Nasdaq-PTSX) today declared a
dividend distribution of one Preferred Share Purchase Right on each outstanding
share of its common stock. The Rights will be attached to the Company's Common
Stock and will trade separately and be exercisable only in the event that a
person or group acquires or announces the intent to acquire 20% or more of
Point.360's Common Stock. Each Right will entitle shareholders to buy one
one-hundredth of a share of a new series of junior participating preferred stock
at an exercise price of $10.
Haig S. Bagerdjian, Chairman and CEO of Point.360, stated: "The Rights are
designed to assure that all of Point.360 shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against partial tender offers, squeeze-outs, open market accumulations and other
abusive tactics to gain control of the Company without paying all shareholders a
control premium."
Mr. Bagerdjian also stated that the Company is not aware of any current intent
to acquire a sufficient number of shares of the Company's stock to trigger
distribution of the Rights.
If the Company is acquired in a merger or other business combination transaction
after a person has acquired 20% or more of the Company's outstanding Common
Stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice such price. In addition, if a person or group
acquires 20% or more of Point.360's outstanding Common Stock, each Right will
entitle its holder (other than such person or members of such group) to
purchase, at the Right's then-current exercise price, a number of the Company's
common shares having a market value of twice such price.
Following an acquisition by a person or group of beneficial ownership of 20% of
more of the Company's Common Stock and before an acquisition of 50% or more of
the Common Stock, Point.360's Board of Directors may exchange the Rights (other
than Rights owned by such person or group), in whole or in part, at an exchange
ratio of one one-hundredth of a share of the new series of junior participating
preferred stock per Right.
Before a person or group acquires beneficial ownership of 20% or more of the
Company's Common Stock, the Rights are redeemable for $.0001 per Right at the
option of the Board of Directors.
The Rights are intended to enable Point.360's shareholders to realize the
long-term value of their investment in the Company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.
The dividend distribution will be made on November 17, 2004, payable to the
shareholders of record on that date. The Rights will expire on November 17,
2014. The Rights distribution is not taxable to shareholders.
ABOUT POINT.360
Point.360 is one of the largest providers of high definition and standard
definition digital mastering, data conversion and video and film asset
management services to owners, producers and distributors of entertainment and
advertising content. Point.360 provides the services necessary to edit, master,
reformat, archive and ultimately distribute its clients' film and video content,
including television programming, spot advertising, feature films and movie
trailers.
The Company delivers commercials, movie trailers, electronic press kits,
infomercials and syndicated programming, by both physical and electronic means,
to hundreds of broadcast outlets worldwide.
The Company provides worldwide electronic distribution, using fiber optics,
satellites, and the Internet.
Point.360's interconnected facilities in Los Angeles, New York, Chicago, Dallas
and San Francisco provide service coverage in each of the major U.S. media
centers. Clients include major motion picture studios, advertising agencies and
corporations.
FORWARD-LOOKING STATEMENTS
Certain statements in Point.360 press releases may contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include, without limitation (i) statements concerning
the Company's projected revenues, earnings, cash flow and EBITDA; (ii)
statements of the Company's management relating to the planned focus on internal
growth and acquisitions; (iii) statements concerning reduction of facilities and
actions to streamline operations; (iv) statements on actions being taken to
reduce costs and improve customer service; (v) statements regarding new business
and new acquisitions; and (vi) statements regarding any possible or proposed
takeover of the Company. Such statements are inherently subject to known and
unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements of the Company to be materially different from those
expected or anticipated in the forward looking statements. The Company has no
responsibility to update forward-looking statements contained herein to reflect
events or circumstances occurring after the date of this release.