NeuLion and JumpTV Close Merger and $11 Million

    RNS Number : 2896G
  JumpTV Inc.
  21 October 2008
   

    NeuLion and JumpTV Close Merger and $11 Million Private Placement 

    IPTV Leaders to Come Together to Offer End-to-End Multi-Platform Enterprise Solution for Online Sports, International and Religious
Programming; Merger Creates Internet Protocol Television (IPTV) and Web Streaming Powerhouse 

    PLAINVIEW, NY--(Marketwire - October 21, 2008) - NeuLion Inc. ("NeuLion"), an end-to-end IPTV service provider of live and on-demand
sports, international and variety programming over the Internet and through set top boxes, and JumpTV Inc. ("JumpTV" or the "Company") (TSX:
JTV) (AIM: JTV), a leading broadcaster of live and on-demand sports and international television over the Internet, today announced the
closing of their previously announced merger (the "Transaction"). 

    Under the terms of the Transaction, JumpTV issued 49,577,427 common shares, 1,840,097 contingent shares, which represents approximately
the entire issued and outstanding shares of JumpTV, and 5 million warrants exercisable for two years at US $0.64 per share to the security
holders of NeuLion, in exchange for their NeuLion securities. JumpTV also granted 2.7 million employee stock options exercisable at US
$0.60. These options were issued as contemplated by the requirements of the Merger Agreement. 

    The Company also announced the closing of an Cdn $11 million treasury financing at Cdn $1.00 per unit (the "Units"). AvantaLion LLC, an
entity controlled by Mr. Charles Wang, the in-coming Chairman of the Company, purchased 10 million Units and G. Scott Paterson, former
Executive Chairman and now Executive Vice Chairman, purchased 1 million Units. Each Unit consists of one common share and one-half of one
common share purchase warrant exercisable at Cdn $1.25 and one-half of one common share purchase warrant exercisable at Cdn $1.50, each
exercisable for a period of two years. 

    JumpTV held a shareholders meeting on Friday, October 17, 2008 at which resolutions in favor of the merger and private placement by over
99% of shares voted in person or by proxy and other items were overwhelmingly passed. The Board of Directors met on October 20, 2008 and
appointed Nancy Li, formerly CEO of NeuLion, as CEO of the merged entity. 

    "We are delighted to have brought NeuLion and JumpTV together. As consumers increasingly embrace broadband and Internet services to
consume their favorite content there is an enormous opportunity for content owners to reach untapped global audiences and we believe that
our combined resources will provide our customers/partners the leading IPTV video experience online," said Nancy Li, founder and CEO of
NeuLion and in-coming CEO of the merged entity. 

    "We are excited by the degree to which complementary technologies have come together by virtue of our merger and how the depth of our
mutual expertise in the areas of sports and international IPTV delivery will benefit sports teams, leagues, their fans, television channels,
networks and their viewers around the world," said G. Scott Paterson, Executive Vice Chairman of the merged entity. 

    The merged entity brings together two IPTV industry leaders to deliver a best-in-class end-to-end solution for streaming content live
and on-demand over the Internet. The Company's IPTV service spans across multiple devices and viewing platforms including the PC and to the
television through its proprietary IPTV set top box. On behalf of customers/partners, the Company provides content ingestion, encoding in
multiple formats, digital rights and content management, along with all of the required content delivery, customer billing and subscription
management services. For sports customers, the Company also offers ticketing, e-commerce, live stats, and event management which are all
integrated with its 'One Fan Profile' management system. 

    Together, NeuLion and JumpTV rank as a world leader in customer/partner relationships with sports and international television content
partners. 

    Closing of the merger and offering is subject to final approval of the TSX. 

    Sports Customers/Partners 

    NeuLion and JumpTV have more than 200 partnerships with leading professional and collegiate sports properties including: 


    -- the National Hockey League (NHL)
    -- the National Football League (NFL)
    -- the American Hockey League (AHL)
    -- NCAA Division I schools and conferences
    -- South American World Cup Qualifiers
    -- World class pro cycling tournaments
       
    International and Variety Customers/Partners 

    NeuLion and JumpTV have more than 200 partnerships with premier international television networks and channels such as: 


    -- KyLinTV - the first Internet television service dedicated to the
      Chinese community living in North America
    -- ABS-CBN - the number-one TV network in the Philippines offering a Set
      Top Box solution in North America
    -- Talfazat - the world's leading Internet television online destination
      for the Arabic community
    -- TV-Desi - a newly launched Internet television service for South
      Asians
    -- Sky Angel - a leading Christian family friendly and general
      entertainment IPTV set top box offering
       
    About NeuLion and JumpTV 

    Based in Plainview, NY, Sanford, Florida and Toronto, Ontario, NeuLion and JumpTV (TSX: JTV) (AIM: JTV) work with content partners to
develop end-to-end solutions for multimedia IPTV services. The NeuLion iPTV Platform encodes, delivers, stores and manages an unlimited
range of multimedia content and the Operational Support System (OSS) maintains all billing and customer support services. Content partners
are responsible for content aggregation and the sales and marketing for the individual IPTV service. The Company ranks as a world leader in
customer/partner relationships with sports and international television content partners including, in sports, the NHL, the NFL, NCAA
Division I schools and conferences and, in respect to international television aggregators and networks, KyLinTV (Chinese), ABS-CBN
(Filipino), Talfazat (Arabic), TV-Desi (South Asian) and Sky Angel (Christian). Customer/partner content can be viewed by way of Internet on
PCs and on the television through the Company's proprietary IPTV set top box. Through the Company's consumer websites: JumpTV.com, Cycling.TV and SportsYa.com, as well as its collegiate and sports
partner websites, the Company streamed over 15,000 live sporting events in the past 12 months and ranks consistently as one of the top ten
ranked US sports websites as measured by minutes viewed. 

    Forward-Looking Statement 

    Certain statements herein relating to JumpTV's merger with NeuLion, Inc. are forward-looking statements and represent JumpTV's current
intentions in respect of future activities. These statements, in addressing future events and conditions, involve inherent risks and
uncertainties. Forward-looking statements can by identified by the use of the words "will," "expect," "seek," "anticipate," "believe,"
"plan," "estimate," "expect," and "intend" and statements that an event or result "may," "will," "can," "should," "could," or "might" occur
or be achieved and other similar expressions. Forward-looking statements involve significant risk, uncertainties and assumptions. Many
factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the
forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking
statements. Although the forward-looking statements contained in this release are based upon what Management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be
consistent with these forward-looking statements. These forward-looking statements are made as of the date of this release and the Company
assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause
the actual results, performance or achievements of the Company to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking statements, including: the integration of the businesses of JumpTV and
NeuLion, our continued relationships with our channel partners, general economic and market segment conditions, competitor activity, product
capability and acceptance, rates, technology changes and international risk and currency exchange. More specific risks include that the
merged entity will not be able to realize some or all of the expected synergies due to incompatibilities in the merging businesses, the inability of management to bring about such synergies or a
changing business environment rendering such synergies inadvisable or uneconomical. After integrating the businesses the suite of service
offerings may not perform as expected if shifting demand moves in a direction away from the expected business model of the merged entity, if
competitors are able to take market share away from the merged entity or if changing technology adversely impacts the merged businesses. In
addition, while the Company expects its content partners and those of NeuLion to continue and expand their relationship with the merged
entity, there can be no assurance that such relationships will continue as expected, or at all. More detailed assessment of the risks that
could cause actual results to materially differ than current expectations is contained in the "Risk Assessment" section of the company's
2007 annual MD&A filed on www.sedar.com.  


    Press Contact:
    Jennifer Powalski
    Corporate Communications
    516-622-8334
    [e-mail]

    Investor Relations Contact:
    G. Scott Paterson
    Executive Vice Chairman
    416-368-6464
    [e-mail]

This information is provided by RNS
The company news service from the London Stock Exchange
 
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