Digital entertainment group Viggle Inc. (Nasdaq: VGGL)  is buying Choose Digital in an all-stock deal. 

Choose Digital, headquartered in Coral Gables, Florida, develops an online marketplace that allows companies to incorporate digital content into existing loyalty programs as part of marketing and sales initiatives. The company offers songs and books through the service. The company is expecting to stream television shows and movies in the next few months. The transaction was announced on June 25.

The deal is an all-stock transaction, with a contingent cash payment of up to $4.8 million in about one year.

The service will serve as a digital platform for New York-based Viggle, which develops a downloadable application that gives users with points for watching television shows. "We can identify the content our members watch or listen to and then issue relevant rewards though the Viggle Store," says Viggle's senior vice president of marketing, Rene Villegas. Viggle's store, which allows users to redeem points for music downloads, is already powered by Choose Digital.

The buyer, which has struggled because of losses and lack of working capital, restructured some of its debt in 2013. The company is no longer in the midst of any capital restructuring, according to Villegas.

Viggle landed on Mergers & Acquisitions Distressed Company Watch List in February after it raised doubts about continuing as a going concern, or without the threat of liquidation, in filings with the U.S. Securities and Exchange Commission. The company increased its revenue and decrease its operating loss last year, according to SEC filings.

For more on the company's plans, see "Viggle Plans to Raise Cash to Fund Operations." 



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