International Datacasting Corporation 'IDC' Completes Acquisition of Profline B.V.OTTAWA -- International Datacasting Corporation (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :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 Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. 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 (Community Antenna TV) The original name for cable TV. It used a single antenna at the highest location in the community in order to deliver a quality signal to homes in areas with hilly terrain or other interference. and satellite operators. From their base of operations Noun 1. base of operations - installation from which a military force initiates operations; "the attack wiped out our forward bases" base air base, air station - a base for military aircraft army base - a large base of operations for an army 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 Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the synergy between the two companies and I would like to welcome the PROFline people to our team." said IDC President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. 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 signage is a form of out-of-home advertising in which content and messages displayed on an electronic screen, or digital sign, can be changed without modification to the physical sign, typically with the goal of delivering targeted messages to specific locations at , 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 (Internet Protocol TV) Also called "TV over IP," IPTV delivers scheduled TV programs and video-on-demand (VOD) via the IP protocol and digital streaming techniques used to watch video on the Internet. and high definition radio and television being enabled by the latest MPEG (Moving Pictures Experts Group) An ISO/ITU standard for compressing digital video. Pronounced "em-peg," it is the universal standard for digital terrestrial, cable and satellite TV, DVDs and digital video recorders (DVRs). 4 encoding and compression technologies." About International Datacasting Corporation: IDC (TSX:IDC) provides advanced products, systems and services for the implementation of broadband wireless See wireless broadband. 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 See broadband. 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 VT Communications is a part of VT Group plc. VT Communications was essentially the company formed from the privatisation of the BBC World Service transmitter sites. It now provides transmission services to over 20 different customers from four main sites in the UK and several , BBC World Service
The BBC World Service is one of the most widely recognised international broadcasters, transmitting in 33 languages to many parts of the world through multiple technologies. , Deutsche Welle
This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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. INTERNATIONAL DATACASTING CORPORATION (TSX:IDC) |
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