SOURCE: BayHill Capital Corporation

September 30, 2009 09:30 ET

BayHill Capital Corporation Announces Execution of Letter of Intent to Merge With Yonder Media, Inc. to Build Internet Commerce Platforms for Rural Markets

SOUTH JORDAN, UT--(Marketwire - September 30, 2009) - BayHill Capital Corporation ("BayHill") (OTCBB: BYHL), today announced the execution of a letter of intent (LOI) to merge with Yonder Media, Inc. ("Yonder Media"), a leading provider of wireless broadband access exclusively for rural communities. Under the merger agreement BayHill will issue shares of its common stock for all of the issued and outstanding stock of Yonder Media. It is anticipated that the current BayHill shareholders will own between 33% and 40% of the common stock of BayHill following the transaction and prior to required additional fund-raising. The merger will be effected concurrent with fund-raising that will finance Yonder Media's next phase of expansion, which will include both the acquisition of community-specific wireless broadband suppliers, and the expansion of Yonder Media's operations in targeted communities that currently lack a viable supplier.

If the LOI leads to a completed merger agreement, BayHill will issue up to 6,594,000 shares of its common stock to acquire all of the issued and outstanding stock of Yonder Media. BayHill presently has 3,247,560 shares of common stock issued and outstanding. If this transaction is completed, the company would have 9,841,560 shares issued and outstanding prior to any share issuances for future funding needs. It is anticipated that the name of the Company will be changed to Yonder Media, Inc. which will be reflective of the expanded business.

Bob Bench, CEO of BayHill, said, "We believe Yonder Media presents the Company with a considerable value-building opportunity, and we are impressed with the potential synergy with our Commission River Internet business." Bench added, "In addition, this merger will allow present management to continue building value and expanding the previously announced oil and gas initiative in BayHill's separate, minority-owned subsidiary, BayHill Energy Corporation."

Yonder Media Chairman & CEO Craig Vallarino commented, "Commission River's powerful Internet commerce and affiliate marketing software provides us with an important cornerstone as we grow our diversified broadband access and Internet media business to serve rural consumers and businesses. The combination will provide not only additional content for our subscribers, but also local and national advertising, a platform for distance learning and the rich, exciting entertainment that urban areas presently enjoy."

He added, "With this transaction, Yonder Media obtains a suite of Internet marketing software tools designed to monetize media and advertising opportunities. The addition of Commission River is key to Yonder Media's overall growth strategy, which includes a series of acquisitions to access new markets, increase its subscriber base and build its advertising and e-commerce platforms tailored exclusively for homes and businesses in rural America."

Expanding on this theme, Bob Bench added, "BayHill's merger with Yonder Media represents an excellent combination for our wholly-owned subsidiary, Commission River, with its affiliate marketing platform that can now be expanded with the focused resources of Yonder Media's exciting growth trajectory."

The agreement envisions that Yonder Media executives will head the Company and that a reconstituted Board of Directors will be established effective with closing of the merger. Vallarino states that Yonder Media intends to expand employment, providing jobs and increased opportunities for rural citizens.

Yonder Media intends to expand to more than 500 rural communities in 28 states from its current base of 22 rural markets in California and Nevada where it provides consumers and businesses with cost effective broadband Internet connections, its own brand of customized content, communication services such as VoIP and the reliable, persistent connections for endeavors such as online education.

About BayHill Capital Corporation

BayHill owns brands and operates companies related to Internet marketing and product distribution. Commission River Corporation, BayHill's wholly-owned subsidiary, helps product vendors and advertisers identify and utilize effective marketing methods to find targeted customers. BayHill's current brands and programs are used by thousands of web entrepreneurs who market a variety of products through the Internet on behalf of advertisers. For product advertisers, BayHill offers simplified access to a large customer market through an expert selling channel.

BayHill's present management will continue to pursue a strategy of engaging in the production, exploration, development, and acquisition of oil and gas reserves in the Rocky Mountain Region of the Western United States through BayHill's continuing minority interest in BayHill Energy Corporation.

About Yonder Media, Inc.

Yonder Media is the growing enhanced services provider exclusively committed to enriching the lives of rural Americans through cost-effective, wide reaching and dynamic wireless broadband services. Based in Reno, Nevada, Yonder Media, through its operating company, Yonder Wireless, today serves communities within the western United States. For detailed information, visit: www.yondermedia.com.

Forward-Looking Statements

In addition to historical statements, the information set forth herein contains forward-looking statements that involve a number of risks and uncertainties that might adversely affect BayHill's operating results in the future in a material way. Certain statements are based upon assumptions as to future events that may not prove to be accurate. Such risks and uncertainties apply to our current and prospective businesses and include, without limitation: BayHill's ability to implement, and obtain funding to carry out, its present business, the consequences of the corporate restructuring, the possibility that the proprietary customer base in our current business will not grow as management currently expects, BayHill's possible inability to obtain additional financing, the possible lack of producing agent growth in our current business, BayHill's possible lack of revenue growth, products and services that generate increased sales, BayHill's possible lack of cash flows, BayHill's possible failure to hold, attract and keep key personnel, technological changes and the possibility of increased competition, impact on capital markets by the broad economic downturn, adverse drilling and exploration results. Many of these risks are beyond BayHill's ability to forecast or control.

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