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8-K - PIKSEL, INC. | v178008_8k.htm |
EX-2.1 - PIKSEL, INC. | v178008_ex2-1.htm |
EX-2.2 - PIKSEL, INC. | v178008_ex2-2.htm |
EX-10.1 - PIKSEL, INC. | v178008_ex10-1.htm |
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
KIT
digital Acquires Multicast Media to Become #1 Provider
of
Enterprise IP Video Management in North America
PRAGUE, Czech Republic and ATLANTA,
Georgia – March 15, 2010 – KIT digital, Inc. (NASDAQ: KITD), a
leading global provider of on-demand software solutions for managing and
monetizing Internet Protocol (IP)-based video assets, has executed a definitive
agreement to acquire privately-held Multicast Media Technologies, Inc. of
Atlanta, Georgia for net consideration of approximately $18.0 million, comprised
of $4.9 million in cash and 1.3 million shares of KIT digital common stock, plus
the assumption of approximately $4.6 million in long-term
liabilities.
Multicast
is a recognized North American market leader in live event broadcasting,
Internet video management and targeted multimedia communications. In 2009,
nearly 1,000 organizations used Multicast’s hosted solutions to broadcast 50,000
live events and serve more than 250 million video streams to a worldwide
audience.
Multicast’s
clients include government, non-profit and faith-based organizations, as well as
a number of Fortune 500 companies. Multicast derives an estimated $12.0 million
in annualized recurring licensing fees for its IP video management software,
with certain additional revenues related to professional services.
“Multicast
complements and substantially expands our North American client base, as well as
our capabilities in serving video to the ‘three screens’ of the mobile device,
browser and IP-enabled television,” said KIT digital’s chairman and CEO, Kaleil
Isaza Tuzman. “We expect this acquisition to be immediately accretive—on both a
revenue and cash-flow multiple basis—and provide important synergies in terms of
business development, geographical footprint, platform technology and overall
growth potential.”
“While
KIT digital has achieved the leading market share position for enterprise-class
IP video management on a global basis, the acquisition of Multicast now makes us
the clear number one provider in North America, and strengthens our dominance in
the global arena,” added Isaza Tuzman.
Lou
Schwartz, Multicast CEO, commented: “As a profitable and long-term player in the
IP video platform industry, we had numerous strategic options. We are excited to
be teaming up with the global leader in IP video management and are confident
that our collective strength will yield exceptional value and benefits for our
newly combined customer base."
Multicast
adds approximately 960 distinct enterprise and faith-based customers, including
FedEx, The Knot, In Touch Ministries, Move, Inc., World Changers Church
International, Delta Airlines, Joyce Meyer Ministries, Cummins, Lakewood Church,
Home Box Office, The Christian Science Publishing Society, EWTN Global Catholic
Network, AutoTrader.com, and AstraZeneca.
Multicast’s
online video platform, Media Suite, provides customers with an end-to-end
solution for preparing, managing and publishing live and on-demand IP video and
multimedia presentations. Media Suite’s core capabilities and optional add-on
modules are integrated via a smooth and efficient workflow. Multicast was
recently awarded first place for Streaming Media Magazine’s 2009 Readers’ Choice
award in the “Transcoding SaaS” category by more than 5,000
voters.
KIT
digital will be progressively integrating Media Suite’s live and content
delivery solutions onto its VX-one platform, and expects to
host Multicast’s clients operating on a unified platform by the third quarter of
2010.
The
acquisition includes the appointment of several Multicast executives to KIT
digital’s global management team. As a result of the acquisition, KIT digital
also expects to integrate Multicast’s successful channel partnerships with
leading content delivery infrastructure companies, creative agencies and
marketing services companies, all of which support Multicast’s direct sales
team. Atlanta, Georgia, will continue to be home to Multicast’s 90+ employees
and will become an important hub for KIT digital’s client delivery for both
North and South America.
Mark
Koulogeorge, managing general partner of MK Capital and director of Multicast,
commented: "KIT digital and Multicast share a common vision to be the provider
of choice for large corporate, non-profit, government and faith-based
organizations employing IP video. MK Capital is excited about retaining the
large majority of its equity ownership in the combined entity—in lieu of cash
compensation—and we see significant upside for our investors as the KIT
management team continues to successfully execute its global growth
strategy.”
Concurrent
with the Multicast acquisition, KIT digital announced that it has acquired or
agreed to acquire nearly 4 million of its outstanding in-the-money warrants over
the course of the first quarter, using the proceeds from its recent $15.0
million public equity offering.
Pro forma
of the issuance of common shares and cash outlay related to the acquisition of
Multicast and repurchase of outstanding in-the-money warrants, as well as the
payment of assumed liabilities of Multicast, KIT digital estimates it will have
approximately 17.7 million as-diluted shares outstanding, and hold approximately
$15.0 million in net cash and equivalents. The company expects there will be
some restructuring costs following the acquisition of Multicast.
KIT
digital plans to close the acquisition of Multicast by March 31, 2010. Janney
Montgomery Scott LLC acted as financial advisor to KIT digital on this
transaction.
Investor Conference
Call
Further
details of the Multicast acquisition and warrant buy-backs will be presented in
an investor conference call hosted by the management of KIT digital at 10:30
a.m. Eastern time on Tuesday, March 16, 2010.
For
participants who wish to ask a question during the Q&A period or access the
call via telephone only, please call the conference telephone number, below, at
least 5-10 minutes prior to the scheduled start time:
Time:
10:30 a.m. Eastern time (7:30 a.m. Pacific time)
Dial-in #
North America toll-free: +1-800-895-0198
Dial-in #
outside of North America: +1-785-424-1053
Conference
ID: 7KITDIGITAL
If you
have any difficulty connecting with the conference call, please contact the
Liolios Group at +1-949-574-3860.
A replay
of the call will be available on after 1:30 p.m. Eastern time on the same day
and until April 16, 2010:
Toll-free
replay # (North America): +1-800-374-0328
International
replay # (outside of North America): +1-402-220-0663
(No
passcode required)
About
Multicast Media Technologies, Inc.
Privately-held
Multicast is a market leader in live event broadcasting, Internet video and
targeted multimedia communication that moves people to action. Since its
founding in 2001, Multicast has been an easy, affordable solution for
organizations of various types and sizes that want to use video, audio and other
digital media to inform, educate, promote and inspire. Nearly 1,000
organizations around the world use Multicast’s innovative hosted solutions to
broadcast about 50,000 live events each year and serve 250 million streams. For
more information about Multicast, please visit www.multicastmedia.com.
About
KIT digital, Inc.
KIT
digital (NASDAQ: KITD) is a leading, global provider of on-demand, Internet
Protocol (IP)-based video asset management systems (VAMS). KIT VX, the company's
end-to-end software platform, enables enterprise clients to acquire, manage and
distribute video assets across the three screens of today's world: the personal
computer, mobile device, and IPTV-enabled television set. The application of VX
ranges from commercial video distribution to internal corporate deployments,
including corporate communications, human resources, training, security and
surveillance. KIT digital's client base includes more than 600 enterprise
customers across 30+ countries, including The Associated Press, Best Buy,
Bristol-Myers Squibb, Disney-ABC, General Motors, Google, Hewlett-Packard, IMG
Worldwide, Intel, McDonald's, News Corp, Telefonica, the U.S. Department of
Defense, Verizon, and Vodafone. KIT digital is headquartered in Prague, and
maintains principal offices in Cologne, Dubai, London, Melbourne (Australia),
New York, Stockholm and Toronto. For additional information, visit www.kitd.com or
follow the company on Twitter at twitter.com/KITdigital.
KIT
digital Forward-Looking Statement
This
press release contains certain "forward-looking statements" related to the
businesses of KIT digital, Inc. which can be identified by the use of
forward-looking terminology such as “anticipates,” "believes," “estimates,”
"expects" or similar expressions. Such forward-looking statements involve known
and unknown risks and uncertainties, including uncertainties relating to product
development and commercialization, the ability to obtain or maintain patent and
other proprietary intellectual property protection, market acceptance, future
capital requirements, regulatory actions or delays, competition in general and
other factors that may cause actual results to be materially different from
those described herein as anticipated, believed, estimated or expected. Certain
of these risks and uncertainties are or will be described in greater detail in
our public filings with the U.S. Securities and Exchange Commission. KIT digital
is not under any obligation to (and expressly disclaims any such obligation to)
update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.
KIT
digital Contact:
Adam
Davis
Global
Communications Manager
Tel.
+1-609-468-9500
adam.davis@kitd.com
KIT
digital Investor Relations Contact:
Matt
Glover
Liolios
Group, Inc.
Tel.
+1-949-574-3860
info@liolios.com