iMedia Brands, Inc. announced that it has closed on its acquisition of 123tv for an enterprise value of $93 million, effective November 5, 2021. IMBI previously announced the signing of the purchase agreement to acquire 123tv on September 22, 2021.

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123tv is the leading interactive media company disrupting Germany’s television retailing marketplace with its expertise in proprietary, Dutch auction style live and automated auctions that emotionally engages consumers with 123tv’s balanced merchandising mix of compelling products shipped directly to their homes. 123tv reaches consumers via its television network available in 40+ million German and Austrian television households 24 hours a day, 365 days a year and via its online, mobile and over-the-top (“OTT”) digital platforms.

The total purchase price of $93 million included a cash payment of approximately $72 million made at closing and a $21 million note issued by the seller. The terms of the purchase also include an earn-out potential to the sellers for up to an additional $50 million over three years based upon achievement of certain target revenues.

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IMBI’s transaction rationale focuses on 123tv continuing its disruption of TV retailing in Western Europe while exploring how 123tv’s platform and its automated auction expertise and technology can disrupt digital shopping marketplaces in the United States, particularly in the digital travel and ticketing shopping marketplaces. IMBI plans to use its national TV networks to promote these 123tv digital disruption businesses, which will also generate first-party shopping data to drive growth in IMBI’s digital advertising platform, recently acquired as part of IMBI’s acquisition of Synacor’s advertising and portal business segment on July 30, 2021.

Increased 2021 Outlook

The Company reiterates its previously provided Q3 guidance that it anticipates reporting at least $9 million of adjusted EBITDA and approximately $127 million in revenue, which is approximately 17% growth in revenue compared to the same prior year period. In addition, for Q3, the Company anticipates reporting approximately $4 million in one-time financing, transition and transaction costs related to its 123tv acquisition, its $80 million bond offering, its Synacor advertising and portal business segment acquisition and its Christopher & Banks acquisition.

With the 123tv acquisition, the Company has increased its previously provided 2021 full-year revenue guidance to approximately $540 million, which is approximately 19% growth in revenue compared to 2020 full-year revenue.

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