Toronto – Kew Media Group Inc. announced the acquisition of London, England-based TCB Media Rights Ltd. (“TCB”), a leading full-service content distribution company. With a focus on non-scripted television sales, TCB has been one of the fastest-growing distributors in the market.

Kew Media will pay initial consideration on closing of £5.6 million in cash and £0.7 million in Class B shares of KEW MEDIA. The Company has also agreed to pay deferred compensation based on TCB’s actual Adjusted EBITDA for the fiscal year ending December 31, 2017 that will cap the purchase price at no more than 7 times adjusted EBITDA.

 

TCB is expected to generate approximately £11.5 million of revenue and £1.0 million or higher of Adjusted EBITDA for fiscal 2017. Kew anticipates increasing TCB’s investment in content, driving substantial revenue growth, for which TCB has capacity without a significant increase in its overhead. As a result, the Company expects this transaction to be accretive to Kew Media’s financial results in the first 12 months following closing. The vendors may also receive anearn out of up to £4 million, should TCB meet certain longer-term net revenue targets.

 

“TCB is one of the world’s most prolific distributors of unscripted content,” said KEW MEDIA’s CEO, Steven Silver. “The company Paul Heaney has built over the last five years adds decades’ worth of experience and expertise to our operation. TCB will continue to operate as it has been, since we intend to maintain the distributor’s boutique feel and producer-oriented focus, but now with increased resources for greater content development opportunities.”