LiveOne to Acquire Certain Assets of Kast Media

- Proposed Deal Expected to Add $10+ Million in Annual Revenues, Anticipated to be Accretive to LiveOne’s EBITDA and Revenues

- Acquisition Would Bring In-House IP Development and Ownership to LiveOne and Its Subsidiaries and Expected to Include More Than 25 Weekly Podcasts and 33 Million Monthly Downloads

- Assets Expected to Include Top Kast Media Shows Some More News, Brendan Schaub's Fighter and The Kid, The Opportunist, Lost In Panama, Vigilante, and Was It Real? and Top Tier Host Talent Ellyn Marsh, Rabia Chaudry, Whitney Cummings, Peabody Award Recipient Mariana Atencio, and Audrina Patridge

- LiveOne Combined Podcast Network Distribution Would Rise to Over 340 Episodes Weekly and Nearly 750 Million IABv2 Verified Downloads Annually

LOS ANGELES, CA, May 23, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- LiveOne (NASDAQ: LVO) announced today that it has entered into a letter of intent to acquire certain assets of the Los Angeles-based podcast network, development and production company Kast Media in an all-stock deal. If completed, the proposed acquisition is expected to increase annual consolidated revenue for LiveOne by over $10 million and is anticipated to be accretive to EBITDA and revenues.

“Our goal is to entertain, inform and inspire through our shows, and LiveOne has the infrastructure, reach, and operational excellence to take that mission to the next level,” said Colin Thomson, Founder and CEO of Kast Media, and Executive Producer of Kast’s owned narrative IP slate. “LiveOne’s commitment to our premium original podcasts will allow us to expand IP development and production to increase our original owned content slate. We look forward to completing the deal and working shoulder to shoulder with the impressive team at LiveOne.”

LiveOne’s CEO and Chairman, Robert Ellin, stated, “LiveOne has long admired Kast Media’s roster of top-notch podcast programming, their host talent and their development in IP. Through this collaboration with Colin and his team, we expect to deliver a slate of original programming with an eye toward second window TV.”

The letter of intent with Kast Media is non-binding and the contemplated acquisition is subject to execution of definitive documentation with Kast Media, completion of due diligence, settlement of Kast Media’s outstanding obligations, obtaining applicable approvals and consents and other customary closing conditions. There can be no assurance that the proposed acquisition will be completed and/or within the anticipated timeline. 

About Kast Media

Since its inception in 2016, Kast Media has been one of the leaders in the multi-channel, simulcast strategy for podcasting with their programming available on YouTube as well as traditional audio-first podcast apps. Kast’s slate of shows has been nominated for Webby Awards, Streamy Awards and Ambie Awards. Kast Media has a reputation for developing high quality narrative podcasts, releasing four wholly owned and internally produced hits in the true crime genre, including The Opportunist (19th largest debut podcast in 2021 as defined by Podtrac) and Lost in Panama (22nd largest debut podcast in 2022 as defined by Podtrac), as well as Vigilante and Good Cult. All of Kast Media’s owned narrative podcasts are currently in development for Film & Television derivatives.

Kast Media is one of the only few remaining major independent podcast networks, and one of the first leaders in the multi-channel simulcast strategy for show creation and distribution. As the #11 podcast network according to Edison Research, Kast has an extensive portfolio of top 100 shows across all genres, including the narrative and talk spaces, which reach over 13 million unique listeners/viewers per month. Recent successful show development and launches across talk include - The Sarah Silverman Podcast, Was It Real? The Hills Rewatch and Welcome to the OC - and their entry into narrative originals - The Opportunist and Lost in Panama. Kast continues to expand their footprint in the industry with their unique slate and original development. 

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 April 11, 2023, the Company has accrued a paid and free ad-supported membership base of approximately 2.9 million*. 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, and through OTT, STIRR, and XUMO. 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, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2022, Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022, filed with the SEC on February 14, 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.

Press Contacts:
LiveOne
press@liveone.com

LiveOne IR Contact:
Kirin Smith
PCG Advisory
(646) 823-8656
ksmith@pcgadvisory.com

Kast Media Contact:
Harris Lane
VP of Content and Distribution, Kast Media
434.665.3907
harris@kastmedia.com
www.kastmedia.com