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Genius, Weinsteins Extend Interim Pact for Fourth Time

5 Jul, 2006 By: Erik Gruenwedel



Genius Products has extended for a fourth time the deadline for consummating its merger agreement with The Weinstein Co. (TWC) from June 30 through a special shareholders' meeting July 21 in Santa Monica, Calif.

Genius, which was 70% acquired Dec. 5, 2005, in an interim agreement by Miramax co-founders Bob and Harvey Weinstein, filed extensions to the agreement March 15, April 26 and May 30, respectively.

The fourth delay — outlined last week in a series of filings with the Securities and Exchange Commission — included a proxy statement for shareholders to vote on a number of proposals associated with the transaction.

At the meeting, shareholders would be asked to approve the merger with TWC in addition to the contribution of all Genius' assets to TWC. A separate proposal would increase the number of common stock shares in the company's incentive plan from 7.5 million to 13.5 million.

Although expected to pass shareholder muster, failure to consummate the transaction would obligate Genius to pay TWC a $4 million fee, according to filings.

Separately, Genius said 21.6 million shares of common stock held by shareholders could be made available for sale. If sold, the shares would generate the company more than $12 million in related warrant fees.

Genius has almost 61 million shares of outstanding common stock held by about 300 investors.

The company also announced it would release genre-bending revenge thriller Lucky Number Slevin with Josh Hartnett, Bruce Willis, Lucy Liu, Morgan Freeman and Ben Kingsley on DVD Sept. 12 for $29.95.

Upcoming releases include The Matador, starring Pierce Brosnan; The Libertine, starring Johnny Depp; and Scary Movie 4. Potential new releases include a sequel to Sin City, School For Scoundrels, Clerks II and Bobby.

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