- PodcastOne to Commence Trading (Symbol: PODC) on Nasdaq on September 8, 2023 at Minimum of $8 Per Share
- LiveOne 25K+ Shareholders of Record Will Receive Approximately 0.048 Shares of PodcastOne Common Stock Per Share of LiveOne Common Stock
- After Spin-Out, LiveOne Will Own Approximately 80% of PodcastOne and Continue to Consolidate PodcastOne
LOS ANGELES, CA - 
(NewMediaWire) - August 30, 2023 - LiveOne (Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced today that September 5, 2023 has been set by Nasdaq and LiveOne as the ex-dividend date for LiveOne shareholders to receive pro rata its previously announced planned special dividend of approximately 19% of PodcastOne’s common stock (the “Special Dividend”) as part of its planned spin-out of PodcastOne as a separate public company (the “Spin-Out”).
After the Spin-Out, LiveOne will own approximately 80% of PodcastOne (on a non-fully diluted basis) and continue to consolidate PodcastOne's financial results.
Shareholders who hold shares of LiveOne common stock as of the close of business on the Record Date (as defined below) and through the end of stock market trading on September 1, 2023, and shareholders who purchase shares of LiveOne common stock in the market and hold such purchased shares through the end of stock market trading on September 1, 2023, will be eligible to receive the Special Dividend pro rata payment.
Those who purchase LiveOne shares after September 1, 2023 will not be eligible to receive the Special Dividend payment. LiveOne has scheduled the Special Dividend payment to eligible stockholders to be distributed on September 1, 2023.
LiveOne previously announced August 28, 2023 (the “Record Date”) as the record date to determine LiveOne’s shareholders of record eligible to receive its planned Special Dividend.
In February 2023, LiveOne announced it had obtained an independent third party valuation, which indicates that the fair market value range of its wholly-owned subsidiary PodcastOne’s equity, on a controlling, marketable interest basis, as of December 31, 2022, is reasonably stated as between $230 million and $274 million. The valuation report was obtained in connection with the planned Spin-Out.
The planned Spin-Out and payment of the Special Dividend shall be subject to compliance with applicable rules and regulations, public market trading and listing requirements and completion of the Spin-Out.
About PodcastOne
PodcastOne is a leading advertiser-supported podcast company, offering a 360-degree solution for both content creators and advertisers, including content development, brand integration and distribution. Acquired by LiveOne (NASDAQ: LVO) in 2020, PodcastOne amasses more than 2.1 billion downloads per year with 350+ podcast episodes distributed per week across a stable of hundreds of top podcast programs, including talent such as Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, The LadyGang, I’ve Had It, and A&E's Cold Case Files. Its shows are distributed across its own platform as well as LiveOne's owned-and-operated channels on mobile, mobile web, desktop and SmartTVs, and Tesla. PodcastOne is the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. PodcastOne is the brainchild of Norm Pattiz, the founder of Network Radio-giant, Westwood One, and co-founded by Kit Gray, who was one of the early strategists in developing a monetary strategy for the podcast industry.
About LiveOne, Inc.
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ: LVO) (the "Company") is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. The Company's wholly-owned subsidiaries include Slacker Radio, a membership music streaming service, and PodcastOne, which generates more than 2.3 billion downloads per year, 350+ hours distributed weekly, and 14M+ monthly unique listeners. Nearly all new Tesla EVs sold in the U.S. come with a paid membership to LiveOne’s Slacker Radio (that now includes PodcastOne) which is paid by Tesla. As of July 31, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 3.2 million, including over 2.3 million paid members*. The Company was awarded Best Live Moment by Digiday for its “Social Gloves” PPV Event, and has been a finalist for 8 more awards, including Best Live Event, Best Virtual Event, Best Overall Social Media Excellence, and Best Original Programming from Cynopsis and Digiday. As of February 9, 2023, the Company has streamed over 2,900 artists, has a library of 30 million songs, 600 curated radio stations, over 300 podcasts/vodcasts, hundreds of pay-per-views, personalized merchandise, released music-related NFTs, and created a valuable connection between fans, brands, and bands. The Company's other wholly-owned subsidiaries include PPVOne, Gramophone Media, Palm Beach Records, Custom Personalization Solutions, and LiveXLive, and the Company’s other majority-owned subsidiaries are Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the proposed special dividend and spin-out of PodcastOne (the “Spin-Out”) and the Company’s pay-per-view business and the proposed merger of Slacker with Roth CH Acquisition V Co. (the “Proposed Business Combination”), the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s or Slacker’s ability to list on a national exchange; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended June 30, 2023, filed with the SEC on August 15, 2023, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
* Included in the total number of paid members for the reported periods are certain members which are the subject of a contractual dispute. LiveOne is currently not recognizing revenue related to these members.
No Offer or Solicitation
This communication does not constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Spin-Out or the Proposed Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
LiveOne IR Contact:
Kirin Smith
PCG Advisory
(646) 823-8656
ksmith@pcgadvisory.com
LiveOne Press Contacts:
LiveOne
press@liveone.com
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