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Novra Technologies Inc. will be acquring and integrating International Datacasting Corporation.Novra the enlarged company will also include Wegener Networks.
Under the terms of the Merger Agreement, Novra will acquire 100% of the issued and outstanding common shares of IDC for total purchase consideration of approximately $1.9 million.
This merger of two recognised market leaders in the broadcast space advances Novra's previously communicated strategic vision to combine companies with strong complementary product lines, broad global install bases and operational synergies to create a solutions-based provider that will offer clients a broad scope of cost-effective solutions and services and deep access to industry expertise. By combining forces with IDC, Novra is well positioned to increase its market share in the data, radio and television broadcast segments along with Digital-Cinema, and IP-TV.
"The combination of IDC and Novra creates an exciting opportunity for our company, for our customers, and for our shareholders. This is a compelling financial and strategic transaction with meaningful operational efficiencies that will lead to a stronger balance sheet and profitability for Novra," said Harris Liontas, President and CEO of Novra. "This merger, along with the pending acquisition of Wegener Corporation that was previously announced by Novra, will create a world-class company that is going to provide innovative and compelling solutions. With over 200,000 installations in over 100 countries, our strategy is to offer our clients protection of their current investments as they expand or upgrade their networks by offering them flexibility in product choices that use a common control platform."
"We are thrilled to merge with Novra," said Steve Archambault, CFO and Interim CEO. "We believe this merger creates a company that will optimize value for our shareholders and provide significant opportunities for our employees. Additionally, the combined complementary product and solution offerings will enable us to provide a broader range of products in order to better capitalize on the market opportunities for servicing the world's premier broadcasters in radio, video, digital cinema and data networks."
Under the terms of the Merger Agreement, the $1.9 million purchase consideration is made up of $0.01 in cash per share; one Novra common share for every ten IDC common shares; and one Novra warrant for every five IDC common shares. IDC currently has 66,744,407 issued and outstanding common shares. The Novra warrant will provide the right to purchase one common share of Novra at $0.12 each and will expire one year from closing. The Merger Agreement also includes a break fee of $150,000 in the event IDC or Novra terminates the proposed transaction other than under certain specific conditions as defined in the agreement.
Completion of the transaction is subject to receipt of required IDC shareholder approval and any required regulatory approvals. IDC will hold a Special Meeting on May 30, 2016 for shareholder review and consideration of the merger, including the delisting of IDC's common stock from the TSX-V shortly after the consummation of the merger. IDC shareholders as of April 19, 2016 (the record date) will have the opportunity to vote at this Special Meeting. A management information circular (the "Circular") providing further details with respect to the transaction will be provided to IDC shareholders in advance of the Special Meeting. The transaction is expected to close by June 15, 2016. As a result, the IDC Board of Directors and Steve Archambault have agreed to delay Mr. Archambault's previously announced planned date of departure from IDC to the earlier of the closing date of the merger or June 15, 2016.
Under the terms of the Merger Agreement, Novra will acquire 100% of the issued and outstanding common shares of IDC for total purchase consideration of approximately $1.9 million.
This merger of two recognised market leaders in the broadcast space advances Novra's previously communicated strategic vision to combine companies with strong complementary product lines, broad global install bases and operational synergies to create a solutions-based provider that will offer clients a broad scope of cost-effective solutions and services and deep access to industry expertise. By combining forces with IDC, Novra is well positioned to increase its market share in the data, radio and television broadcast segments along with Digital-Cinema, and IP-TV.
"The combination of IDC and Novra creates an exciting opportunity for our company, for our customers, and for our shareholders. This is a compelling financial and strategic transaction with meaningful operational efficiencies that will lead to a stronger balance sheet and profitability for Novra," said Harris Liontas, President and CEO of Novra. "This merger, along with the pending acquisition of Wegener Corporation that was previously announced by Novra, will create a world-class company that is going to provide innovative and compelling solutions. With over 200,000 installations in over 100 countries, our strategy is to offer our clients protection of their current investments as they expand or upgrade their networks by offering them flexibility in product choices that use a common control platform."
"We are thrilled to merge with Novra," said Steve Archambault, CFO and Interim CEO. "We believe this merger creates a company that will optimize value for our shareholders and provide significant opportunities for our employees. Additionally, the combined complementary product and solution offerings will enable us to provide a broader range of products in order to better capitalize on the market opportunities for servicing the world's premier broadcasters in radio, video, digital cinema and data networks."
Under the terms of the Merger Agreement, the $1.9 million purchase consideration is made up of $0.01 in cash per share; one Novra common share for every ten IDC common shares; and one Novra warrant for every five IDC common shares. IDC currently has 66,744,407 issued and outstanding common shares. The Novra warrant will provide the right to purchase one common share of Novra at $0.12 each and will expire one year from closing. The Merger Agreement also includes a break fee of $150,000 in the event IDC or Novra terminates the proposed transaction other than under certain specific conditions as defined in the agreement.
Completion of the transaction is subject to receipt of required IDC shareholder approval and any required regulatory approvals. IDC will hold a Special Meeting on May 30, 2016 for shareholder review and consideration of the merger, including the delisting of IDC's common stock from the TSX-V shortly after the consummation of the merger. IDC shareholders as of April 19, 2016 (the record date) will have the opportunity to vote at this Special Meeting. A management information circular (the "Circular") providing further details with respect to the transaction will be provided to IDC shareholders in advance of the Special Meeting. The transaction is expected to close by June 15, 2016. As a result, the IDC Board of Directors and Steve Archambault have agreed to delay Mr. Archambault's previously announced planned date of departure from IDC to the earlier of the closing date of the merger or June 15, 2016.