International Datacasting Corporation

International Datacasting Corporation

August 18, 2009 09:28 ET

International Datacasting Corporation Acquires Comtech Tiernan Broadcast Radio and Video Product Lines

Move positions IDC to accelerate growth and expand broadcast media products while extending global geographic reach

OTTAWA, ONTARIO and SAN DIEGO, CALIFORNIA--(Marketwire - Aug. 18, 2009) - International Datacasting Corporation (TSX:IDC) ("IDC"), a leader in advanced solutions for satellite distribution of broadband multimedia content, today announced that it has acquired select product lines and related technology from Comtech Tiernan Video, Inc. ("Tiernan"). The transaction is structured as an asset purchase agreement between the two companies at a price of US $2,038,000 million in cash with an effective closing date of August 17, 2009. Tiernan is a wholly owned subsidiary of Comtech Telecommunications Corporation (NASDAQ:CMTL).

Tiernan--an established supplier of high-quality products for the international broadcast industry--develops, and markets a line of digital video compression and decompression products including: High Definition ("HD") and Standard Definition ("SD") video encoders, video receivers, interface converters, as well as satellite audio and data broadcast equipment for a broad range of television contribution and distribution network applications. The product line also includes satellite equipment originally developed and marketed by Comstream for professional radio broadcast applications. Both the radio and television network product lines are being acquired by IDC which will sell them on an exclusive basis going forward. Tiernan has been serving a global base of network operators for more than 14 years with operations in California plus sales and support offices in Massachusetts, the U.K., China and Singapore.

"We are very pleased with this acquisition," said Ron Clifton, President and CEO, International Datacasting Corp. "as it is an excellent fit with our strategic vision for growing the business. Tiernan's proven technology and solid customer base perfectly complement our existing equipment and systems integration business. The addition of the Tiernan video encoding and decoding technology to our product mix expands the total addressable market in our targeted video broadcast space. The Comstream audio products combined with our PROFLine and SuperFlex digital audio product lines, will reinforce our leading position in the professional broadcast radio market. The acquisition also brings an experienced team with a track record of quality and innovation, who share our global vision-this will certainly contribute to our continued growth. Given these synergies, the current sales pipeline and existing customer contracts, we expect this acquisition to contribute to our results this fiscal year, and will contribute materially to our consolidated results in our next fiscal year."

Mr. Clifton continued: "In structuring this acquisition we have worked with the vendor to ensure a minimum amount of disruption to the business as we transition and integrate operations over the next few months. Our first priority and focus will be on meeting customer commitments and maintaining the high level of quality service that our customers expect. We believe the combined sales and service teams, integrated with our global distribution channels, will strengthen our ability to serve our combined international customer base. The new team from Tiernan joining IDC will continue to be responsible for product line management as well as the ongoing research and development needed to ensure that the technology maintains its competitive edge in the marketplace."

Under the terms of the asset purchase agreement between IDC and Tiernan, US$1,688,000 of the purchase price was paid upon closing while a final payment of US$350,000 of the purchase price has been deferred until December 17, 2009 subject to certain post-closing adjustments and conditions usual for this type of transaction. In addition to expanding IDC's sales force and strengthening its research and development team through the addition of approximately 30 former Tiernan employees, IDC has acquired all intellectual property, trademarks, inventory, customer and vendor lists, as well as OEM reseller partnerships related to the Tiernan-related product lines being acquired. In addition, IDC and Comtech EFData Corp. ("Comtech EFData") (an affiliate of Tiernan) have entered into certain transitional and manufacturing agreements pursuant to which Comtech EFData will continue to manufacture certain products and components subsumed in the Tiernan product lines while IDC transitions such manufacturing into its own operations.

IDC will be providing more details of the transaction in a Business Acquisition Report to be filed in accordance with National Instrument 51-102 promulgated under applicable Canadian securities laws.

About International Datacasting Corporation (IDC)

International Datacasting Corporation (TSX:IDC) is a global leader in providing advanced solutions for the distribution of broadband content via satellite. In business for over 25 years, IDC is at the forefront of delivering IP-based datacasting solutions via satellite and content distribution technologies with installations in more than 100 countries worldwide. IDC's products are in demand for radio and television broadcast networks, distance learning, digital signage, digital cinema, IPTV distribution and other content distribution applications. IDC is headquartered in Ottawa, Canada, operates in Europe through its wholly owned subsidiary PROFline B.V. in Arnhem, the Netherlands and has an established international network of value-added partners and distributors.

This press release contains forward-looking statements that may involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to, any difficulties with integrating the Tiernan product lines into IDC's business and/or manufacturing procedures, competitive developments, risks associated with IDC's growth, the development of the satellite datacasting market, regulatory risks, intellectual property infringement and other factors. IDC assumes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect IDC's financial and business results is included in the public documents IDC files from time to time with Canadian securities regulatory authorities.

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