International Datacasting Corporation
TSX : IDC

International Datacasting Corporation

April 22, 2015 07:30 ET

International Datacasting Corporation Announces Agreement for Sale of Assets

OTTAWA, ONTARIO--(Marketwired - April 22, 2015) - International Datacasting Corporation ("IDC") (TSX:IDC), a technology provider for the world's premiere broadcasters, today announced that it has executed a definitive agreement (the "Agreement") for the sale of IDC's broadcast products business and its related assets to Pico Digital Inc. ("Pico Digital"), a privately-owned San-Diego based company providing multimedia delivery solutions to customers in the broadcast, cable, satellite, and broadband markets. The acquisition will include IDC's product portfolio, customers, and supplier relationships. It is expected that the majority of IDC's employees will join Pico Digital following the closing of the acquisition. The acquisition is expected to close prior to the end of June, 2015.

In connection with the transaction, Pico Digital has committed to provide a US$1.0 million bridge financing facility to IDC, in exchange for which IDC expects to issue a promissory note and related security agreement in favor of Pico Digital.

Certain IDC assets, including intellectual property, are excluded from the Agreement. In keeping with its previously announced strategic review, the Strategy Committee of the Board of Directors of IDC continues to explore the company's alternatives for the excluded assets.

Under the terms of the Agreement, IDC will sell its assets to Pico Digital for total cash consideration of US$4.1 million (the "Purchase Price"), or approximately CAD $5.0 million at current exchange rates, subject to certain adjustments and holdbacks of up to US$1.35 million to satisfy certain performance conditions and any potential indemnity claims. The Purchase Price adjustments, if any, are linked to, among other things, net working capital at closing and company revenues and product sales during the post-closing period.

If IDC receives a bona fide superior offer to acquire all or substantially all of its assets, or at least 90% of IDC's outstanding common shares (a "Superior Proposal"), Pico Digital will have the right, for a period of seven business days, to match the Superior Proposal. If Pico Digital does not match the Superior Proposal, IDC may pay Pico Digital a termination fee of US$200,000 to terminate the Agreement and accept the Superior Proposal.

Completion of the sale is subject to receipt of required shareholder and any required regulatory approvals. A shareholder meeting is expected to be held in June for shareholder review and consideration of the transaction. IDC expects to distribute the proceeds of the sale, net of transaction and ongoing costs, to shareholders.

IDC will communicate further details regarding the meeting in a subsequent press release. A management information circular (the "Circular") providing further details with respect to the agreement will be provided to shareholders in advance of the meeting. Information on the anticipated amount and timing of distributions to shareholders will be included in the Circular.

IDC expects to announce its fourth quarter and full-year results of Fiscal 2015 on April 29, 2015 after market close.

About International Datacasting Corporation:

International Datacasting Corporation (TSX:IDC) is a global technology provider for the world's premiere broadcasters in radio, television, data and digital cinema. IDC's products and solutions are in demand for radio and television networks, targeted ad insertion, digital cinema, 3D live events, satellite news gathering, sports contribution, VOD, and IPTV. IDC is headquartered in Ottawa, Canada, with regional offices in Arnhem, the Netherlands and in San Diego, California. For more information visit: www.datacast.com.

Forward-Looking Statements:

This press release contains certain information that may constitute "forward-looking information" and/or "forward-looking statements" within the meaning of applicable Canadian securities laws including, without limitation, statements with respect to the proposed acquisition, the employment by Pico Digital of former employees of IDC, the timing and completion of the sale of assets of IDC, the Purchase Price amount, the timing of payments under the Agreement, the preparation and mailing of the Circular, the matters to be approved at the shareholder meeting of IDC, and the timing and holding of the shareholder meeting of IDC, and IDC expectations with respect to the distribution of sale proceeds to shareholders. All forward-looking information and forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. The material assumptions used to develop the forward looking-statements made in this release include the ability of IDC to consummate the proposed acquisition, the compliance of Pico Digital with the terms of the Agreement, the ability of IDC to prepare and deliver materials to shareholders within the expected timeframe, IDC's ability to distribute the sale proceeds to shareholders, as well as other considerations that are believed to be appropriate in the circumstances.

All statements other than statements which are reporting results as well as statements of historical fact are forward-looking statements that may involve a number of known and unknown risks, uncertainties and other factors; many of which are beyond the ability of IDC to control or predict.

Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "design", "plan or "project" or the negative of these words or other variations on these words or comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Risks and uncertainties that might cause actual results to differ materially include, but are not limited to: the possibility that certain assumptions with respect to the proposed transaction could prove to be inaccurate, required shareholder approval, the termination of the Agreement by Pico Digital if IDC suffers material adverse effect prior to the completion of the acquisition and the satisfaction or waiver of certain other conditions contemplated by the Agreement.

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 and which are available on SEDAR at www.sedar.com, including, without limitation, IDC's Annual Information Form and MD&A for the year ended January 31, 2014, each dated April 29, 2014, and our MD&A for the quarter ended October 31, 2014.

Except as expressly required by applicable law, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are provided to assist external stakeholders in understanding IDC's expectations as at the date of this release and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements.

Contact Information