SOURCE: International Datacasting Corporation

International Datacasting Corporation

SOURCE: Novra Technologies Inc.

Novra Technologies Inc.

April 19, 2016 08:05 ET

International Datacasting to Merge With Novra Technologies to Create a World-Class Broadcast Technology Provider

WINNIPEG, MB and OTTAWA, ON--(Marketwired - April 19, 2016) - Novra Technologies Inc. ("Novra") (TSX VENTURE: NVI) and International Datacasting Corporation ("IDC") (TSX VENTURE: IDC) today announced that their Board of Directors have approved a merger agreement (the "Merger Agreement") for IDC to merge with Novra. Under the terms of the Merger Agreement, Novra will acquire 100% of the issued and outstanding common shares of IDC for total purchase consideration of approximately $1.9 million. This proposed transaction was done at arm's length and there was no finder's fee.

This merger of two recognised market leaders in the broadcast space advances Novra's previously communicated strategic vision to combine companies with strong complementary product lines, broad global install bases and operational synergies to create a solutions-based provider that will offer clients a broad scope of cost-effective solutions and services and deep access to industry expertise. By combining forces with IDC, Novra is well positioned to increase its market share in the data, radio and television broadcast segments along with Digital-Cinema, and IP-TV.

"The combination of IDC and Novra creates an exciting opportunity for our company, for our customers, and for our shareholders. This is a compelling financial and strategic transaction with meaningful operational efficiencies that will lead to a stronger balance sheet and profitability for Novra," said Harris Liontas, President and CEO of Novra. "This merger, along with the pending acquisition of Wegener Corporation that was previously announced by Novra, will create a world-class company that is going to provide innovative and compelling solutions. With over 200,000 installations in over 100 countries, our strategy is to offer our clients protection of their current investments as they expand or upgrade their networks by offering them flexibility in product choices that use a common control platform."

"We are thrilled to merge with Novra," said Steve Archambault, CFO and Interim CEO. "We believe this merger creates a company that will optimize value for our shareholders and provide significant opportunities for our employees. Additionally, the combined complementary product and solution offerings will enable us to provide a broader range of products in order to better capitalize on the market opportunities for servicing the world's premier broadcasters in radio, video, digital cinema and data networks."

Under the terms of the Merger Agreement, the purchase consideration will be $0.01 in cash per share; one Novra common share for every ten IDC common shares; and one Novra warrant for every five IDC common shares. IDC currently has 66,744,407 issued and outstanding common shares. The Novra warrant will provide the right to purchase one common share of Novra at $0.12 each and will expire one year from closing. The Merger Agreement also includes a break fee of $150,000 in the event IDC or Novra terminates the proposed transaction other than under certain specific conditions as defined in the agreement.

Completion of the transaction is subject to receipt of required IDC shareholder approval and any required regulatory approvals. IDC will hold a Special Meeting on May 30, 2016 for shareholder review and consideration of the merger, including the delisting of IDC's common stock from the TSX-V shortly after the consummation of the merger. IDC shareholders as of April 19, 2016 (the record date) will have the opportunity to vote at this Special Meeting. A management information circular (the "Circular") providing further details with respect to the transaction will be provided to IDC shareholders in advance of the Special Meeting. The transaction is expected to close by June 15, 2016. As a result, the IDC Board of Directors and Steve Archambault have agreed to delay Mr. Archambault's previously announced planned date of departure from IDC to the earlier of the closing date of the merger or June 15, 2016.

About Novra Technologies Inc:

Novra Technologies Inc. (TSX VENTURE: NVI) offers premium products and solutions to datacasting and digital signage markets. Novra specializes in the transmission and reception of IP traffic over satellite, cable and terrestrial communication links. Products offered include broadband receivers for DVB-S, DVB-S2, and ATSC systems. Novra's IPE encapsulator products can be used in both DVB and ATSC MPEG2 systems for datacasting as well as broadband access applications. The NovraLink digital signage solution integrates Novra's technologies into a comprehensive multimedia management and distribution system. For more information visit: www.novra.com.

About International Datacasting Corporation:

International Datacasting Corporation (TSX VENTURE: 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. 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 Merger, increase in market share, delivering maximum value to IDC shareholders, the significant opportunities for IDC employees, the timing and completion of the sale of IDC, the matters to be approved at the shareholder meeting of IDC. 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. 

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 or Novra 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 Merger could prove to be inaccurate, required shareholder approval, the termination of the Merger by Novra 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 Merger.

INVESTORS AND SECURITY HOLDERS OF IDC ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE IDC CIRCULAR AND THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND MD&A FOR THE FISCAL YEAR ENDED JANUARY 31, 2016, WHICH WILL BE FILED ON SEDAR (www.sedar.com) WHEN THEY BECOME AVAILABLE.

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