Francesco Ruffolo, Adam Adamou and Fred Godard

November 26, 2009 15:13 ET

Investor Group Acquires Shares of International Datacasting Corporation

TORONTO, ONTARIO--(Marketwire - Nov. 26, 2009) - An investor group comprised of Francesco Ruffolo, Adam Adamou and Fred Godard (collectively, the "Investors") announced today that they have acquired an aggregate of 6,000,000 common shares of International Datacasting Corporation ("IDC") from GrowthWorks Canadian Fund Ltd. ("GrowthWorks") in a private transaction for a purchase price of $1,410,000 or $0.235 per share. In connection with the acquisition, GrowthWorks granted to the Investors options to acquire from it up to 5,211,092 additional common shares ("Option Shares") of IDC that GrowthWorks owns. In addition, Mr. Ruffolo has been appointed as voting trustee in respect of the Option Shares to vote all such shares, for so long as they remain subject to the options, at all meetings of IDC shareholders.

For purposes of Canadian securities laws, the Investors are considered to have acquired beneficial ownership of 11,211,092 common shares of IDC, comprising the 6,000,000 common shares acquired in the transaction in addition to the 5,211,092 Option Shares, representing in total approximately 19.45% of the currently outstanding common shares of IDC. Following completion of the acquisition, for purposes of Canadian securities laws, the Investors (together with persons that may, for purposes of Canadian securities laws, be presumed to be acting jointly or in concert with one of the Investors) may be considered to beneficially own a total of 11,513,692 common shares of IDC, representing approximately 19.97% of the outstanding common shares of IDC based on there being 57,674,913 such shares outstanding as of September 8, 2009 as reported by IDC in its Management's Discussion & Analysis for the period ended July 31, 2009 filed on SEDAR on September 11, 2009.

Other Information

The Investors acquired the common shares of IDC that are the subject of this press release for investment purposes. The Investors currently intend to communicate with the management and board of directors of IDC regarding IDC's business and other strategic and financial considerations. As part of these communications, the Investors may recommend certain actions to IDC in order to increase shareholder value. Following these communications, the Investors, in their discretion, will assess whether to take any further actions.

In addition to the actions set forth above, in connection with their investment in the common shares, one or more of the Investors may engage in communications with members of management and the board of directors of IDC, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors with respect to IDC. Each Investor intends to review his investment in IDC on a continuing basis. Depending on various factors including, without limitation, IDC's financial position and investment strategy, the price levels of the IDC common shares, conditions in the securities markets and general economic and industry conditions, one or more Investors may in the future take such actions with respect to their investment in IDC as they deem appropriate including, without limitation, seeking board representation, making proposals to IDC concerning changes to IDC's capitalization, ownership structure or operations, acquiring additional IDC common shares, selling or otherwise disposing of some or all of their IDC common shares or changing their intention with respect to any and all matters referred to above. In addition, the agreement relating to the voting trust will continue up to and including December 20, 2010, but may be terminated earlier at any time by the voting trustee.

Options in respect of 3,000,000 Option Shares are exercisable (the "First Options"), at any time and from time to time, commencing on the date hereof up to and including December 20, 2010 at an exercise price of (i) $0.30 per share in respect of all Option Shares for which the First Option is exercised on or before June 20, 2010, and (ii) $0.35 per share in respect of all First Option Shares for which the First Option is exercised after June 20, 2010 and on or before December 20, 2010. The Options in respect of the balance of the Option Shares (the "Second Options") are exercisable, at any time and from time to time, commencing on the date hereof up to and including December 20, 2010 at an exercise price per share equal to the greater of (i) $0.25, and (ii)(A) 0.97 multiplied by (B) the simple average of the closing prices of the common shares on the Toronto Stock Exchange (the "TSX") (or, if the common shares are not listed and posted for trading on the TSX at the applicable time, such other exchange on which the common shares are listed and posted for trading at the applicable time) for the 20 trading days immediately preceding the applicable date on which the applicable notice of exercise of the Second Option is given. The number of Option Shares may be adjusted in certain circumstances as provided in an agreement entered into between GrowthWorks and the Investors, the material terms of which are summarized in the report filed by the Investors in accordance with applicable Canadian securities laws.

Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by the Investors of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.

The address for Francesco Ruffolo, Adam Adamou and Fred Godard is c/o Adam Adamou, Caseridge Capital Corporation, 1 First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7. For further information, including to obtain a copy of the report filed by the Investors in accordance with applicable Canadian securities laws, contact:

Adam Adamou
c/o Caseridge Capital Corporation
1 First Canadian Place
100 King Street West, Suite 5700
Toronto, Ontario M5X 1C7
 
Telephone: (416) 915-4142

Contact Information

  • Adam Adamou
    c/o Caseridge Capital Corporation
    1 First Canadian Place
    100 King Street West, Suite 5700
    Toronto, Ontario M5X 1C7
    (416) 915-4142