IRVINE, Calif., Jan. 7, 2013 (GLOBE NEWSWIRE) -- AllDigital Holdings, Inc. (OTCBB:ADGL) and Broadcast International, Inc. (OTCBB:BCST) have announced today that they have entered into a definitive agreement to merge in an all-stock transaction.
Under the terms of agreement, AllDigital shareholders will receive a number of shares of Broadcast International common stock representing 54% of the post-closing shares of Broadcast common stock, with both share totals calculated on a modified fully diluted basis. As part of the transaction, Broadcast International will seek shareholder approval for a reverse stock split to be effective prior to closing at a ratio of 1 post-reverse share for each 10 pre-reverse shares to begin to position the company for a transition to a major exchange such as NYSE MKT LLC (formerly AMEX) or the Nasdaq Capital Market. The combined company will be called AllDigital Broadcasting, Inc.
"This merger represents a transformational opportunity for both Broadcast International and AllDigital," said Paul Summers, chairman and CEO, AllDigital. "Our goal is to radically redefine the way in which companies and organizations manage the distribution of their digital media assets. The long-term vision for AllDigital has always been to provide a revolutionary broadcast platform where virtually anyone can become a global broadcaster. We expect this merger to bring us closer to realizing this vision."By integrating Broadcast International's content management system (CMS) with AllDigital's cloud services platform (e.g., storage, encoding and origin transport) and connected device frameworks, it is anticipated that the combined company will provide a highly scalable, flexible and secure digital broadcasting platform where virtually any form of digital media (including live and video/audio on demand, digital services and other applications) can target and reach a global audience across mobile, desktop and digital televisions. On a combined basis, the CMS platform, cloud services, and related integration services and 24/7 technical support will allow a variety of target markets (media and entertainment, enterprise, government and non-profit organizations) to create their own public or private facing broadcasting networks. "Using our unique combination of digital broadcast technology and related cloud services, we believe our clients can create one or more 'digital television channels' that can target a single device or, literally, billions of connected devices," added Mr. Summers.