Kitara Media Corp. (OTCBB: KITM), a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers (“Kitara”), today announced that its Special Meeting of Stockholders (the “Special Meeting”) relating to its proposed merger with Future Ads LLC (“Future Ads”) was adjourned to January 6, 2015, at 10:00 a.m., local time, at the offices of its general counsel, Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. The Special Meeting was adjourned because the Securities and Exchange Commission (the “SEC”) has not yet completed its review of the proxy statement/prospectus and the registration statement of which it forms a part to be used in connection with the proposed merger.
As previously announced, Kitara entered into (i) a Unit Exchange Agreement, as amended, by and among Kitara, Kitara Holdco Corp., a wholly-owned subsidiary of Kitara (“Holdco”), Future Ads LLC (“Future Ads”), and the members of Future Ads, and (ii) an Agreement and Plan of Reorganization, by and among Kitara, Holdco, and Kitara Merger Sub, Inc., a wholly-owned subsidiary of Holdco. Upon completion of the transactions contemplated by the Unit Exchange Agreement and the Agreement and Plan of Reorganization (the “Transactions”), Holdco will become the new publicly traded company and Kitara and Future Ads will become wholly-owned subsidiaries of Holdco. The parties expect the Transactions to be consummated shortly after the Special Meeting is held.
To finance the Transactions, Kitara has received a fully committed debt facility from a nationally recognized lender that is subject only to the execution of definitive loan documents and satisfaction of closing conditions. The debt facility is expected to be consummated simultaneously with the Transactions.
The record date for determination of stockholders entitled to vote at the Special Meeting, including at the adjournment thereof remains December 2, 2014.