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Optibase Signs Term Sheet to Buy Media 100 Assets in Pre-Packaged Bankruptcy Proceeding.


Business Editors

HERZLIYA, Israel--(BUSINESS WIRE)--March 1, 2004

Upon Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties.  Approval Media 100 Activity to Become Business

Unit of Optibase with 844/X and Media 100 HD the Central Focus

Optibase Ltd. (Nasdaq:OBAS OBAS Ofotbanen AS (Norwegian)
OBAS Optical Bench Alignment System
OBAS On-Board ATM-Switched (communication satellite protocol type) 
), a leader in digital video encoding and streaming solutions, today announced execution of a non-binding term sheet (the "Term Sheet") with Media 100 (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:MDEA MDEA 3,4-Methylenedioxy-N-Ethylamphetamine (empathogenic/psychedelic drug closely related to MDMA)
MDEA Master Data Exchange Agreement
MDEA Methyl Di-Ethyl Amine
) providing for negotiation of a debtor-in possession loan by Optibase to Media 100, and the sale to Optibase of substantially all of the assets of Media 100 Inc. in a pre-packaged bankruptcy proceeding, under title 11 of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  Bankruptcy Code Bankruptcy Code may refer to:
  • Bankruptcy in Canada
  • Bankruptcy in the United States
  • Bankruptcy in China
 ("Chapter 11") (the "Transaction"). At this time, there is no binding agreement between the Company and Media 100 for the Transaction. Moreover, any such future agreement and sale would be subject to various conditions precedent, including approval by the Court in the Chapter 11 case. The parties are under no obligation to pursue or complete the Transaction unless and until they have executed a definitive agreement ("Agreement") and the Court has approved the Transaction.

This Transaction, once filed with the bankruptcy court and given an interim order by that court, among other things to secure the debtor-in-possession financing Debtor-in-possession financing

New debt obtained by a firm during the Chapter 11 bankruptcy process, Federal Bankruptcy Rule 4001 (c)(1). This financing is unique because it is secured, that is, it has priority over existing debt, equity and other claims.
, will allow Media 100 to continue to develop, sell and support its 844/X editing-compositing systems, newly-introduced Media 100 HD system, Media 100 i, and other content design products.

"Media 100 has created differentiated and valuable technology that we believe can flourish with the right backing," said Tom Wyler, chief executive officer and chairman of the board of Optibase. "If the asset purchase by Optibase is approved by the bankruptcy court, the advanced products that Media 100 has developed would represent a growth opportunity for Optibase."

"With an extremely strong balance sheet, Optibase gives Media 100 the financial wherewithal where·with·al  
n.
The necessary means, especially financial means: didn't have the wherewithal to survive an economic downturn.

conj.
Wherewith.

pron.
Wherewith.
 to continue engineering and marketing 844/X and Media 100 HD and compete aggressively in the market," said John Molinari, president and chief executive officer of Media 100. "The deal is timed well to support us just as we begin first shipments of our new 844/X Version 3 release and prepare to deliver our first implementation of 844/X technology on the Apple Power Mac G5 platform -- Media 100 HD."

Subject to various conditions precedent which are set forth in the Term Sheet, and which have not yet been satisfied, including negotiation and completion of final documentation, issuance of appropriate orders and approvals by the bankruptcy court, Optibase intends to provide up to $1 million in a debtor-in-possession loan, and buy substantially all the assets of the Company for $2.5 million (less the amount of any debtor-in-possession funding advanced). The debtor-in-financing would be used to enable Media 100 to meet its commitments to its employees, to fund vendor obligations going forward, and to assure uninterrupted business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets .

For more information on Optibase Ltd. please visit www.optibase.com.

For more information on Media 100 Inc. please visit www.media100.com.

About Optibase

Optibase, Ltd. (Nasdaq:OBAS) provides professional encoding, decoding de·code  
tr.v. de·cod·ed, de·cod·ing, de·codes
1. To convert from code into plain text.

2. To convert from a scrambled electronic signal into an interpretable one.

3.
, video server upload and streaming solutions for telecom operators, service providers, broadcasters and content creators. The company's platforms enable the creation, broadband streaming and playback of high quality digital video. Optibase's breadth of product offerings are used in applications, such as: video over DSL/Fiber networks, post production for the broadcast and cables industries, archiving; high end surveillance, distance learning; and business television. Headquartered in Israel, Optibase operates through its fully-owned subsidiary in Mountain View, California For the census-designated place, see Mountain View, Contra Costa County, California. For other places called "Mountain View", see .
Mountain View is a city in Santa Clara County, in the U.S. state of California. The city gets its name from the views of the Santa Cruz Mountains.
 and offices in Europe, Japan and China. Optibase products are marketed in over 40 countries through a combination of direct sales, independent distributors, system integrators and OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and  partners. For further information, please visit www.optibase.com

Forward Looking Statements

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.
 concerning our marketing and operations plans. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management's current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, risks related to the evolving market for digital video, competition, our ability to manage growth and expansion, general economic conditions and other risk factors. For a more detailed discussion of these and other risks that may cause actual results to differ from the forward looking statements in this news release, please refer to Optibase's most recent annual report on Form 20-F, its Registration Statement on Form F-1 filed with the United States Securities and Exchange Commission and other filings with the SEC. The Company does not undertake any obligation to update forward-looking statements made herein.
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Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:7ISRA
Date:Mar 1, 2004
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