Victory Acquisition Does ‘What It Says On The Tin’

Chris Sheldrake

Earlier this week TouchTunes Corporation and Victory Acquisition Corp. announced a ‘Definitive Merger Agreement’ and whilst the deal is still subject to stockholder and regulatory approval it should give one of America’s larger Out-of-Home Interactive Entertainment Networks access to new equity.

Pursuant to the agreement, Victory will acquire TouchTunes for 33 million shares of Victory stock. Victory also will assume up to approximately USD 40 million in net debt. TouchTunes stockholders will also be eligible to receive up to an additional 9.5 million shares based on the achievement of certain future EBITDA targets over the next five years.

The combined company will operate as TouchTunes and is expected to trade publicly on the NASDAQ Stock Market or another national stock exchange. Its corporate headquarters will remain in New York and its main Canadian offices will continue to be based in Montreal.

William Meder, TouchTunes Chairman and Chief Executive Officer told us “We are excited about the merger with Victory because it will allow us to access significant equity capital to leverage our existing installed customer base, and rapidly roll-out the Barfly and PlayPorTT product initiatives”

He added “Our 38,000 locations generate over three billion consumer visits annually providing advertisers with exceptional opportunities to interact with consumers,”

The proposed transaction is subject to Victory receiving stockholder approval of the transaction and customary closing conditions. It is anticipated that Victory will mail a final merger proxy statement on or about April 13, 2009 with a stockholder vote and closing to occur by April 24, 2009.

A copy of the preliminary merger proxy statement, along with a copy of the merger agreement and an informational slide show has been filed today with the Securities and Exchange Commission. A copy of these filings can be found on the SEC website and may also be found on Victory Acquisition Corp’s website

About Victory Acquisition Corp.

Victory Acquisition Corp. (NYSE Amex: VRY, VRY.WT, VRY.U) is a specified purpose acquisition company (“SPAC”) formed by veteran investors and entrepreneurs Jonathan Ledecky and Eric Watson for the purpose of effecting a merger, capital stock exchange, asset acquisition or similar business combination with an entity that has an operating business. Victory raised $330 million in an initial public offering in April 2007. Victory has 33 million shares outstanding along with 38 million warrants convertible into shares at an exercise price of $7.50. It currently has approximately $330 million in equity capital equal to approximately $10.00 per share.

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