PLANO, Texas and BLOOMINGTON, Minnesota- March 5, 2009 – ViewCast Corporation (OTCBB: VCST), a developer of industry-leading hardware and software for the transformation and delivery of professional quality video over broadband and mobile networks, and Ancept Media Server, LLC, a pioneer in digital asset management solutions, today announced the signing of an asset purchase agreement dated March 5, 2009 whereby ViewCast will purchase the assets of Ancept. The combined company will have an expanded global business presence and offer a complete set of solutions for the transformation, management and delivery of live and on-demand video content to broadband and mobile networks. ViewCast President and CEO Dave Stoner said the acquisition substantially increases the size of the Company’s market opportunity and represents a key step forward in ViewCast’s strategy to increase its presence beyond live video streaming, to address the broader market for production and management of digital media content. The combined company should benefit from a broadened customer base and product offerings to include integrated digital media management solutions for large and small customers across numerous disciplines. Ancept develops software solutions to manage and automate media, from production to scheduling, editing, processing and content distribution. Ancept Media Server leverages the power of IBM Filenet and IBM Content Manager to deliver scalable digital media management solutions that automate complex media workflows. These solutions enable Ancept’s customers to save operating costs while scaling their media management applications. Stoner added, “Ancept brings a proven and mature content management platform, which combined with IBM asset management technology, has attracted top-notch customers. This acquisition is a strategic step towards expanding the size and capabilities of ViewCast while broadening our market and bringing a comprehensive, integrated solution to our respective customer bases.” “This acquisition combines two best-of-breed technologies in one of the markets still expanding today, creating a larger company with potential for an increased rate of future growth. The combination will provide participants in the digital media marketplace with what they want—an integrated provider and one-stop solution for all their video management needs,” Stoner said. “The rapid expansion of these markets, especially toward high definition, more powerful and reliable performance, and greater ease of use, has underscored the need for structured, secure and scalable content management solutions delivered comprehensively, from one trusted provider. With the addition of Ancept, we can now very capably fill that role.”
ViewCast expects to close the Ancept transaction by March 13, 2009. ViewCast will maintain the operations for the Ancept products in Bloomington, MN, and other locations. Under terms of the asset purchase agreement, ViewCast will purchase the Ancept assets, including all of its operating assets, fixed assets, contracts, customer lists and intellectual property for a combination of $1.17 million in cash payments, issuance of $400,000 of restricted ViewCast common stock, and the assumption of certain liabilities as outlined in the terms of the agreement and subject to final purchase price adjustments. ViewCast’s purchase of the Ancept assets remains subject to the agreement’s terms and conditions and there can be no assurance that the transaction will be consummated on the present terms. In addition to the consideration
described above, if within two years of closing a volume OEM or VAR agreement for an Ancept product is entered into with either one of two specified entities, ViewCast will issue $100,000 of restricted ViewCast common stock. ViewCast has also agreed for each of the first and second twelve month periods after the close, if net revenue relating sole to the earn-out business exceeds $2 million, ViewCast will make an earn-out payment equal to 5% of the net revenue in excess of $2 million.