LiveXLive to Enter the Podcast Market; Will Acquire PodcastOne for $18.1 million

Anticipating the growth in the global Podcast market, LiveXLive Media, Inc. (NASDAQ: LIVX), a global digital media company focused on live entertainment, announced today that it has signed a definitive agreement to acquire Courtside Group, Inc., the owner and operator of PodcastOne, a leading subscription and advertiser-supported podcast network home to popular and star-studded podcasts across top genres including sports, comedy, celebrity culture and entertainment, in an all stock deal. The transaction is valued at $18.1 million based on LiveXLive’s closing price on May 7, 2020. The proposed acquisition is expected to close by June 2020, subject to certain closing conditions.

PodcastOne generates over 2.1 billion downloads annually and produces over 350 episodes per week. PodcastOne’s library of over 300 podcasts includes shows from Adam Carolla, A&E’s Cold Case Files, Steve Austin, Shaquille O’Neal, Tip “T.I.” Harris, Dr. Drew, Heather and Terry Dubrow, Chael Sonnen, Kaitlyn Bristowe, LadyGang, Mike Tyson, Rich Eisen, Spencer and Heidi Pratt, Autumn Calabrese, Demi Burnett, Gals on the Go, and many more.

“We’re excited to expand our business into the fast-growing podcast category, complementing our music platform of streaming audio, on-demand video and live event performances. The acquisition will add to and diversify our revenue with a strong advertising component. Once acquired and integrated, we will have a significant opportunity to cross-sell and cross-promote to our respective subscribers, advertisers, and sponsors as well as provide our collective artists and on-air talent with an expanded platform to increase their social media and online presence,” commented Robert Ellin, the Chairman and CEO of LiveXLive.

Both companies are headquartered in Los Angeles, CA and planned consolidation of teams is anticipated to generate cost synergies and combine back-end support and office locations. Moreover, LiveXLive has plans to integrate PodcastOne into its music platform, offering current and new subscribers more unique and original programming. PodcastOne will also bring an experienced advertising sales team, tripling the size of the current LiveXLive sales team, as well as an established roster of major national brand advertisers and new distribution channels.

PodcastOne’s founder and Executive Chairman, Norman Pattiz, will join LiveXLive as a significant shareholder and remain as Executive Chairman of PodcastOne. Mr. Pattiz is regarded as a pioneer in the radio industry having founded and built Westwood One into the largest radio network in America.

“All of us at PodcastOne are excited about joining the LiveXLive team, and taking advantage of obvious future synergies between our businesses,” commented Mr. Pattiz. “I look forward to working with Rob Ellin to close the acquisition and achieve the growth we both envision.  PodcastOne is a premium producer, distributor and revenue-generator for audio-on-demand programming. PodcastOne’s well-established podcasting business is an excellent complement to LiveXLive’s  ‘live social music network’, delivering premium livestreams, digital audio and on-demand music.”

“I look forward to adding Norman to our management team. His entrepreneurial brilliance, as well as his incredible drive as a business executive, will be a valuable asset to LiveXLive,” continued Mr. Ellin.

The acquisition will bring LiveXLive into the fast-growing podcast industry. With 32% of Americans listening to podcasts on a monthly basis today and advertising revenue projected to surpass $1 billion by 2021, the acquisition will diversify LiveXLive’s revenue and is anticipated to accelerate its path toward profitability.

Transaction Summary
Under the terms of the definitive agreement, LiveXLive will acquire 100% of the equity interests of Courtside Group, Inc. and issue to stockholders of PodcastOne approximately 5.45 million restricted shares of LiveXLive’s common stock, which would be subject to a 12-month lock-up period and certain trading restrictions thereafter. The boards of directors of each of LiveXLive and Courtside Group, Inc. have approved the transaction, and expect to close the transaction by June 2020.

The proposed transaction is subject to customary and other closing conditions. For further information regarding the planned acquisition, see LiveXLive’s Current Report on Form 8-K anticipated to be filed with U.S. Securities and Exchange Commission on or about May 8, 2020.

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