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AllDigital Announces Financing Agreement With Strategic Investors, Amendment To Merger Agreement With Broadcast International, And General Business Update

Stocks in this article: ADGL

IRVINE, Calif., July 2, 2013 (GLOBE NEWSWIRE) -- On January 7, 2013, AllDigital Holdings Inc. (OTCBB:ADGL) announced the signing of a definitive agreement to merge with Broadcast International (OTCBB:BCST) in an all-stock transaction. This merger was delayed partially due to the discovery of certain encumbrances and license limitations related to critical Broadcast International intellectual property. AllDigital is now satisfied with the resolutions to date, resolutions in process, and agreed upon actions to address any known IP issues. In addition, AllDigital is pleased that Broadcast International has been able to successfully reduce its outstanding accounts payable as the result of negotiated reductions in accounts payable and the elimination of certain other liabilities.

AllDigital and Broadcast International have signed a Second Amendment to the Merger Agreement that includes a number of revised deal terms. Under these revised terms, AllDigital shareholders will receive an adjusted number of shares of Broadcast International common stock representing 58% (adjusted up from 54%) of the post-closing shares of Broadcast common stock, with both share totals calculated on a modified fully diluted basis. In addition, as a condition to closing, Broadcast International is required to have, and has indicated that it does have, commitments from third parties for the purchase of not less than $1.5 million in common stock in connection with the closing of the merger at a pre-money valuation of the combined company of $15 million on a fully diluted basis. The end date for the merger, the date after which either party can terminate without cause, has been moved from July 31, 2013 to October 31, 2013 to allow reasonable time to obtain shareholder approval. 

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 15 pre-reverse shares to begin to position the company for an eventual 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.

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