Pico Digital to Acquire Assets of International Datacasting
San Diego, Calif., April 22, 2015--Pico Digital Inc., a provider of multimedia delivery solutions to customers in the broadcast, cable, satellite, and broadband markets, today announced that it has entered into an agreement to acquire the broadcast products business from International Datacasting Corporation (TSX:IDC), a technology provider for broadcasters in radio, television, data and digital cinema.
The acquisition includes IDC's product portfolio, customers, and supplier relationships.Upon closing of the acquisition, the majority of IDC's employees are expected to join Pico Digital. Under the terms of the Agreement, IDC will sell its assets to Pico Digital for total cash consideration of US$ 4.1 million 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, 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.
"IDC has been at the forefront of innovation in the satellite industry for many years," said Ian Lerner, Chief Executive Officer of Pico Digital Inc. "We are very excited to add IDC's product portfolio to our line-up of market leading solutions." He added, "We are committed to building on our combined portfolio to create the most compelling and comprehensive offering for both current and new customers."
The combined business will benefit from an expanded global footprint, including offices in the United States, Canada, Mexico, Argentina, Bolivia, Panama, Taiwan, Japan and the Netherlands as well as a worldwide base of more than 500 customers. Pico Digital and IDC have highly complementary product portfolios, and together will provide the industry's leading solutions for data broadcasting, audio distribution, and digital cinema, as well as enjoying significantly increased scope as a video solutions provider.
"Combining forces with Pico Digital is great news for IDC's customers, as they will immediately be offered a broader range of solutions, supported by an even stronger worldwide team," stated Doug Lowther, President and CEO of IDC. "This acquisition will also enable the acceleration of the roadmap and planned deployment of IDC's flagship LASER™ solution, which is part of our long-term vision."
The acquisition is expected to close in June 2015, subject to obtaining the approval of IDC's shareholders.
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