Liquid Audio to merge with offline distributor Alliance

Liquid Audio Inc. said Thursday that it has entered into a definitive merger agreement with home entertainment distributor Alliance Entertainment Corp., in a move aimed at creating a major media delivery company with both online and offline clout.

Under the terms of the merger agreement, Alliance stockholders would receive 46.2 million newly issued shares of Liquid Audio stock. In return, Liquid would gain all outstanding stock options and warrants to purchase Alliance stock. The deal would leave Alliance stockholders with roughly 67 percent of the merged company, while Liquid Audio shareholders would come away with 33 percent, the companies said.

If approved, the companies hope the merger will enable them to become a leading provider of commerce solutions for entertainment media, offering both physical and digital distribution channels, Alliance Chief Executive Officer Eric Weisman said in a statement.

Weisman would become the president and CEO of the new company, and Liquid Audio President and CEO Gerald Kearby would remain in his post atop the Internet portion of the business, the companies said.

Coral Springs, Florida, Alliance distributes products such as CDs, DVDs, VHS movies and video games through their base of 5,000 retailers and 25,000 physical and online stores, whereas Liquid Audio provides software and services for the delivery of digital media. Since both companies serve content owners and retailers, they hope to leverage their online and offline prowess to attract new clients who need a one-stop media delivery solution, the companies said.

Liquid Audio said that it began looking for new business opportunities last year to bolster its position in the market. Alliance offers the Internet company a strong financial partner, with strong real-world distribution and high-profile clientele.

Alliance counts Barnes & Noble Inc., Circuit City Stores Inc., Toys "R" Us Inc. and Inc. among its customers.

The agreement is still subject to approval by Liquid Audio shareholders and regulatory agencies, however.

Stock of Redwood City, California, Liquid Audio (LQID) opened up .39 percent to $2.56 a share following news of the merger Thursday morning.

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