OutdoorPartner Media announces agreement to sell Intelligent Media Corporation assets

http://finance.yahoo.com/news/OutdoorPartner-Media-cnw-1788421196.html?x=0&.v=1
OutdoorPartner and it U.S. operating subsidiary, Intelligent Media Corporation operating under the name Prime Point Media ("PPM"), have entered into an agreement dated December 7, 2009 (the "Purchase Agreement") with Brite Media Group LLC ("Brite Media") and a newly formed subsidiary of Brite Media ( "NewCo"), pursuant to which PPM has agreed to sell substantially all of its assets, including all of its phone kiosk and other media-related assets (the "Phone Kiosk Assets"). Pursuant to the terms of the Purchase Agreement, in exchange for the Phone Kiosk Assets, NewCo will assume certain liabilities and pay OutdoorPartner cash consideration of US$2.0 million, subject to a working capital adjustment and an adjustment based on revenue between closing and April 30, 2010. Closing is conditional on obtaining OutdoorPartner shareholder approval and other customary conditions, including receipt of all necessary regulatory approvals. The Purchase Agreement includes a non-solicitation covenant by OutdoorPartner, subject to customary provisions that entitle OutdoorPartner to consider and accept a superior proposal, as defined in the Purchase Agreement, to purchase the Phone Kiosk Assets or all of the assets or share capital of OutdoorPartner. The Purchase Agreement also provides NewCo with the right to match any superior proposal and provides for a termination payment of US$195,000 payable by OutdoorPartner to NewCo if the Transaction is terminated as a result of a superior proposal. In addition, the Purchase Agreement provides for a termination payment of US$100,000 payable by OutdoorPartner to NewCo if the Transaction is not approved by OutdoorPartner shareholders.