Ventura Entertainment Group Ltd. announced its intention yesterday to merge with Artists & Entertainment, a niche marketer in the entertainment and education segments.

Ventura Entertainment Group said it entered into a non-binding letter of intent involving various transactions that, if completed, “will have a significant effect on the company.”

The transactions include the merger of Artists & Entertainment and a Ventura unit in which Artists & Entertainment will gain a 70% stake in the company.

In turn, Ventura, a holding company that owns a 58% stake in Harmony Holdings Inc. and 58% of Producers Entertainment Group, will issue its shareholders common shares in its two majority-owned units.

A spokeswoman for the company said it hasn’t yet determined how much common stock in the two units Ventura holders will get.

Also, Ventura plans to issue $ 500,000 of preferred stock to raise cash for the merged companies.

Ventura said the transactions “will enable the company to significantly expand its operations by providing additional equity capital, resources and management.”

The transactions must, among other things, be approved by shareholders of Ventura.

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