Digital Data Networks, Inc. Signs Merger Agreement with i2 Telecom International, Inc. and Asset Purchase Agreement with Intransit Media, Inc.Business Editors/High-Tech Writers DALLAS--(BUSINESS WIRE)--Feb. 2, 2004 Digital Data Networks, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :DIDA DIDA Diploma in Digital Application DIDA Dynamic Interactive Decision Analysis DIDA Detection, Identification & Assessment (FEMA) ) a wireless mass transit passenger advertising company, today announced that it has signed a definitive merger agreement with i2 Telecom International, Inc. pursuant to which a newly-formed, wholly-owned subsidiary of Digital Data Networks will merge with i2 Telecom International, and i2 Telecom International will survive as a wholly-owned subsidiary of Digital Data Networks. i2 Telecom International is a low-cost telecommunications service provider A Telecommunications Service Provider or TSP is a type of Communications Service Provider that has traditionally provided telephone and similar services. This category includes ILECs, CLECs, and mobile wireless companies. employing next generation Voice over Internet Protocol ("VoIP") technology with operations based in Boca Raton, Florida Boca Raton ("bōkə rə-tōn") is a city in Palm Beach County, Florida incorporated in May 1925. As of the 2000 census, the city had a total population of 74,764; the 2006 population recorded by the U.S. Census Bureau was 86,396. , Atlanta, Georgia, Redwood City, California Redwood City is a suburb located on the San Francisco Peninsula in the San Francisco Bay Area of California. Redwood City is the county seat of San Mateo County. As of the 2005 census, the city had a total population of 76,000. , Malaysia and China. In connection with the merger, the i2 Telecom International security holders shall receive shares of Digital Data Networks' common stock and/or preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. (including a certain number of shares the issuance of which is contingent upon the occurrence of certain events set forth in the merger agreement) constituting up to 88.44% of the voting securities of Digital Data Networks. The shares of Digital Data Networks' common stock and preferred stock to be issued to i2 Telecom International security holders in connection with the merger have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered for sale or sold absent registration under the Act or an applicable exemption from the registration requirements of the Act. Digital Data Networks expects the merger to close by February 27, 2004. The closing of the merger is subject to the approval of the stockholders of i2 Telecom International and the satisfaction or waiver of other customary closing conditions. Digital Data Networks also announced today that it has entered into an Asset Purchase Agreement with InTransit Media, Inc., pursuant to which Digital Data Networks has agreed to sell substantially all of its operating assets to InTransit Media in exchange for InTransit Media assuming certain liabilities and obligations relating to such assets. The closing for the sale is subject to the closing of the merger with i2 Telecom mentioned above and the satisfaction or waiver of certain other customary closing conditions. About Digital Data Networks, Inc. Digital Data Networks generates advertising revenue in the out-of-home advertising industry through its Transit Network operation, which sells advertising on its digital information network. The Transit Network's digital information network is a network of computerized electronic displays that delivers information, both text and graphics, to riders on-board public transit vehicles, utilizing an FM subcarrier A secondary telecommunications channel that resides within the main channel (a carrier within a carrier). A type of multiplexing, the subcarrier is a modulated carrier signal at a lower frequency that is combined with the main carrier signal running at a higher frequency. signal to transmit the data. The Transit Network currently operates its digital information network on the Dallas Area Rapid Transit The Dallas Area Rapid Transit authority (or DART) is a transit agency based in Dallas, Texas (USA) that operates buses, light rail, commuter rail, and HOV lanes in Dallas and 12 of its suburbs. It is the current largest light rail operator in the state of Texas. ("DART") bus and rail system, having begun operations in 1991. Digital Data Network's contract with DART expires in October 2005. About i2 Telecom International, Inc. i2 Telecom International is a low-cost telecommunications service provider employing next generation Voice over Internet Protocol ("VoIP") technology with operations based in Boca Raton, Florida, Atlanta, Georgia, Redwood City, California, Malaysia and China. i2 Telecom International controls its own proprietary technology and outsources its production and service functions with strategic partners. i2 Telecom International provides micro gateway adapters (InternetTalker(TM)), VoIP long distance and other enhanced communication services to subscribers. i2 Telecom International's proprietary technology platform is built to the Session Initiation Protocol (protocol) Session Initiation Protocol - (SIP) A very simple text-based application-layer control protocol. It creates, modifies, and terminates sessions with one or more participants. Such sessions include Internet telephony and multimedia conferences. It is described in RFC 2543. standard. i2 Telecom International's revenue model is multi-faceted and includes prepaid revenue from the sale of its InternetTalker(TM) integrated access device An IAD is a customer premises device that provides access to wide area networks and the Internet. Specifically, it aggregates multiple channels of information including voice and data across a single shared access link to a carrier or service provider PoP (Point of Presence). , recurring monthly subscriptions, call minute termination and original equipment manufacturer royalties. SAFE HARBOR Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and . With the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risk and uncertainties that may individually or mutually impact the matters herein described, including, but not limited to, product acceptance, economic, competitive, governmental, results of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , technological and/or other factors which are outside the control of the company. Actual results and developments may differ materially from those contemplated by these statements depending on such factors as changes in general economic conditions and financial or equity markets, technological changes, and other business risk factors. |
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