Viewpoint Corporation to Acquire Unicast Communications Corporation; Acquisition Expands Viewpoint's Ad Delivery Offerings; Transaction Expected to be Accretive in 2005.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Viewpoint Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : VWPT), a leading provider of Internet graphics and delivery systems, today announced it has reached an agreement to acquire Unicast Communications Corporation ("Unicast"), the most widely recognized name in rich media ad solutions. Viewpoint Corporation president and chief executive officer, Jay Amato, commented, "This transaction fulfills our commitment to our clients as well as our shareholders to add substantial value to our product line through accretive acquisitions. This acquisition of a leading, established brand in the video ad serving marketplace creates for the first time a real leader in deploying the full range of powerful, effective video ad technologies for advertisers, agencies and publishers." Unicast is an acknowledged leader in providing advertisers, agencies and publishers ways to deliver rich media and broadcast quality video to the web, through its Video Commercial and Standard and Full Screen Superstitial(R) formats. Unicast provides these formats to over 1400 websites and network partners and 700 agency and advertiser customers, including such global brands as AT&T, ESPN.com, Kimberly-Clark, CondeNet, Forbes.com, General Motors, Honda, MSN (1) (MicroSoft Network) A family of Internet-based services from Microsoft, which includes a search engine, e-mail (Hotmail), instant messaging (Windows Live Messaging) and a general-purpose portal with news, information and shopping (MSN Directory). , Nike, Procter & Gamble, Verizon, Vonage, Washington Post Newsweek Interactive and Weather Channel. Mr. Amato added, "With the addition of Unicast's products to Viewpoint's Creative Innovator, AirTime and AirTime InStream, advertisers will be able to satisfy all their online ad needs from one source, including receiving next-generation tracking and reporting. Additionally, as marketers steer more and more of their ad dollars away from venues such as television and towards online video buys, as noted by Forrester Research Forrester Research is an independent technology and market research company that provides its clients with advice about technology's impact on business and consumers. Corporate facts
Specifically, the new Viewpoint ad delivery product line will provide: --The ability for advertisers and agencies to streamline their efforts and manage all of their campaigns (creative assembly, media planning, campaign management & scheduling, conversion tracking and real time reporting) via a single source. --AirTime InStream, a revolutionary product that serves any video ad into any video content stream through standard ad tags on publishers' pages. --In-page video ad delivery using Viewpoint's AirTime, allowing advertisers to easily replace conventional online ad space with video. --Video display advertising via Unicast's renowned Video Commercial and Superstitial online ad formats used by over 700 advertisers and 1100 Web publishers. --Rich media and conventional ad delivery, regardless of format, using Viewpoint's Creative Innovator ad delivery and management system. --Award-winning creative services Creative Services are a subsector of the creative industries, a part of the economy that creates wealth by offering creativity for hire to other businesses. Examples include:
Viewpoint Corporation's ad delivery business is one of its four core businesses, also consisting of search, technology licensing and creative services. The acquisition of Unicast comes at a time of considerable progress for Viewpoint within its advertising and its search business, having recently surpassed a milestone of seven million installed toolbars. (Toolbar A row or column of on-screen buttons used to activate functions in the application. Many toolbars are customizable, letting you add and delete buttons as required. Toolbars may be fixed in position or may float, which means they can be dragged to a more convenient location in the downloads will next be updated during Viewpoint's earnings conference call to discuss the Company's fourth quarter results.) "All of the segments of our business work synergistically syn·er·gis·tic adj. 1. Of or relating to synergy: a synergistic effect. 2. Producing or capable of producing synergy: synergistic drugs. 3. rather extensively, with each product providing brand and business development support to the others," added Mr. Amato. "Furthermore, with the Unicast acquisition accelerating our current growth goals within the ad delivery space, we expect this acquisition to be accretive and to help make 2005 a landmark year with positive earnings per share." "This combination is a perfect fit," said Richard Hopple Hop´ple v. t. 1. To impede by a hopple; to tie the feet of (a horse or a cow) loosely together; to hamper; to hobble; as, to hopple an unruly or straying horse s>. [ imp. & p. p. , Unicast chairman and chief executive officer. "Not only do our products and the underlying technologies complement each other but we also share a common vision about the future of Internet advertising Delivering ads to Internet users via Web sites, e-mail, ad-supported software and Internet-enabled cellphones. Also called an "ad network," Internet advertising organizations act as a middleman between the advertiser and the Web sites and software publishers that display the ads. and what is required to make that vision a reality. This combination immediately creates a formidable positive force in the industry." Total consideration will be approximately $7,375,000, principally in the issuance of Viewpoint common stock and assumption of debt. The Company is considering raising capital to finance the cash portion of the purchase. The acquisition is expected to be completed shortly after December 31, 2004. Conference Call To discuss the transaction, Viewpoint has scheduled a conference call and live Web cast to be held today, December 2, 2004 at 9:00 AM EST EST electroshock therapy. EST abbr. electroshock therapy . The conference call will be available via the Internet in the Investor Relations Investor relations The process by which the corporation communicates with its investors. section of Viewpoint's Web site at http://www.viewpoint.com, as well as through CCBN CCBN Central Coast Bancorp CCBN Charles County Business Network at www.companyboardroom.com. If you are not able to access the live Web cast, dial in information is as follows: --Date: Thursday, December 2, 2004 --Time: 9:00 AM (EST) --Toll-Free Telephone Number: (800) 603-7883 --International Telephone Number: (706) 643-1946 --Passcode: 2591031 Participants should call at least 10 minutes prior to the start of the call. A complete replay of the conference call will be available approximately one hour after the completion of the call by dialing (800) 642-1687 through midnight on December 9, 2004. Callers should enter the passcode above to access the recording. About Unicast Unicast is an online advertising solutions provider, which provides a comprehensive Online Format Suite to over 1400 websites and network partners and 700 agency and advertiser customers. Unicast acts on behalf of both the buyers and sellers of online advertising, developing products and service enhancements to ensure that all of their online advertising needs are fulfilled through one central source. Unicast is based in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. with offices in Chicago, Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. , Brazil, Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. , Madrid, and London. More information on Unicast and its Online Format Suite can be found at www.unicast.com. About Viewpoint The Viewpoint Platform is the technology behind some of the most innovative, visual experiences on the Web and on the desktop with leading clients such as America Online See AOL. , General Electric, General Motors, Hewlett Packard, IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) , Lexus, Microsoft, Samsung, Scion sci·on n. 1. A descendant or heir. 2. also ci·on A detached shoot or twig containing buds from a woody plant, used in grafting. , Sony and Toyota. Creative Innovator - the Company's next-generation ad deployment and management system - and the Viewpoint Toolbar - the Vision for the Future of Search - are the latest breakthrough technologies using the full power of the Viewpoint Platform. More information on Viewpoint can be found at www.viewpoint.com. This press release may contain "forward-looking" statements as that term is defined in 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 of 1995 and similar expressions that reflect Viewpoint's current expectations about its future performance. These statements and expressions are subject to risks, uncertainties and other factors that could cause Viewpoint's actual performance to differ materially from those expressed in, or implied by, these statements and expressions. Such risks, uncertainties and factors include those described in the Company's filings and reports on file with the Securities and Exchange Commission as well as the lack of assurances that the acquisition will be accretive; the acquisition will create a leader in deploying the full range of powerful, effective video ad technologies for advertisers, agencies, and publishers; advertisers will be able to satisfy all of their online ad needs with one source; that the Unicast acquisition will accelerate Viewpoint's growth with the ad delivery space; that 2005 will be a landmark year with positive earnings per share, that the combination will create a formidable positive force in the industry, or that the acquisition will be completed shortly after December 31, 2004. Viewpoint and Viewpoint Toolbar are trademarks or registered trademarks of Viewpoint Corporation in the United States and/or in other countries. Unicast is a trademark or registered trademark of Unicast Communications Corporation in the United States and/or in other countries. Copyright (C) 2004 Viewpoint Corporation. All Rights Reserved. |
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