International Datacasting Corporation
TSX : IDC

International Datacasting Corporation

November 02, 2005 17:48 ET

International Datacasting Corporation 'IDC' Completes Acquisition of Profline B.V.

OTTAWA, ONTARIO--(CCNMatthews - Nov. 2, 2005) - International Datacasting Corporation (TSX:IDC)

Positions the company to grow it's presence in Europe and offer a comprehensive suite of solutions for next-generation systems for worldwide professional radio broadcast networks and digital satellite markets.

International Datacasting Corporation (TSX:IDC) announced today that it has successfully completed its previously announced acquisition of PROFline B.V. The deal has been approved by the Boards of both companies and is effective 1 November 2005. PROFline is being acquired as a going concern, and comes with over $700K in working capital and no debt. PROFline will retain its name and full product line and will continue to operate with its existing team as a wholly owned subsidiary of IDC from its location in Arnhem, the Netherlands.

Under the terms of a definitive agreement between the parties, IDC has agreed to pay approximately $5.3M for PROFline, consisting of $3.2M in cash and $2.1M in IDC common shares priced at $0.40 per common share. Payment of 35% of the total purchase price is deferred pending the satisfaction of certain earn out provisions. All IDC shares issued in connection with the transaction are subject to a 12 month contractual lock-up.

Founded in 1989, PROFline B.V. brings a long history of expertise in digital audio and advanced network equipment and systems for the professional digital broadcast market and a very distinguished list of international customers and applications. Fully self contained with their own research and development, customer service and manufacturing capabilities they offer a full line of advanced digital radio products and integrated systems for terrestrial radio networks, CATV and satellite operators. From their base of operations in Arnhem (an historic location made famous in the movie "Bridge Too Far") they are centrally located and within easy reach of the major economic centres of Europe.

We are extremely excited about finalizing this acquisition and moving forward to capitalize on the synergy between the two companies and I would like to welcome the PROFline people to our team." said IDC President and CEO Ron Clifton. "The acquisition of PROFline's business and products provides IDC with a powerful base of operations in Europe, significantly strengthens our position in the expanding and lucrative European broadcast market and gives us new products and applications that we can market through our established international distribution channels. With a track record of multiyear profitable operations and over $4M in revenues in its last fiscal year, PROFline is also expected to make a significant financial contribution to the ongoing results of IDC and improve our shareholder value."

"This is an ideal alliance from many perspectives," said Rob Katsma, Managing Director and co- founder of PROFline "We have found in IDC a strong partner who shares our vision and expectations for the exciting digital broadcast market. We expect that our complementary product portfolios and established customer base will make us the European market leader and the preferred supplier of choice for broadcasters looking to upgrade their equipment and systems for the next generation of digital audio applications. It will also expand our business into new market segments like distance learning, digital signage, digital cinema, syndicated television and other exciting new multimedia data/IP applications."

Both IDC and PROFline are established pioneers in this industry" said IDC President and CEO Ron Clifton. "We are combining the strengths of our two companies at a time when our industry is moving to consolidation as a way to serve our market better. By improving our critical mass IDC will be setting the pace with solutions that reduce operational costs, boost productivity and provide other substantial benefits to customers. We are also combining forces at a time when the market is starting to merge broadcast radio, television and CATV with IP networks. Together, we are well positioned to take advantage of emerging new applications such as IPTV and high definition radio and television being enabled by the latest MPEG4 encoding and compression technologies."

About International Datacasting Corporation:

IDC (TSX:IDC) provides advanced products, systems and services for the implementation of broadband wireless infrastructure networks used to distribute multimedia data. IDC is at the forefront of delivering IP-based datacasting solutions via satellite and content distribution technologies. IDC's products are in demand for high-speed Internet infrastructure, enterprise networks, distance learning, and other multimedia content distribution applications. IDC is a recipient of numerous awards including the prestigious Canada Export Award for Innovation and Technology Achievement. IDC is headquartered in Ottawa, Canada with an established international network of partners and distributors and installations in more than 75 countries worldwide. Visit IDC at their website: www.intldata.ca.

About PROFline B.V.:

PROFline B.V., a company located in Arnhem, the Netherlands, is a major supplier of audio and data distribution systems for the global broadcast satellite and CATV market. PROFline equipment and services have been selected by large global operators including VT Communications, BBC World Service, Deutsche Welle and other major national and international satellite, broadcast and cable head-end operators. For more information on PROFline products and services visit their website at www.profline.com.

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, 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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