International Microcomputer Software, Inc. Agrees to Acquire Virtual Set Top Box Technology and Plans Name Change to Broadcaster
19 Dicembre 2005 - 1:00PM
PR Newswire (US)
Transaction will transform IMSI into an Internet media company
Broadband delivered video represents a fundamental paradigm change
NOVATO, Calif., Dec. 19 /PRNewswire-FirstCall/ -- International
Microcomputer Software, Inc. (OTC:IMSI) (BULLETIN BOARD: IMSI) a
leading provider of house plans online and publisher of software,
announced the filing of a preliminary Form S-4 with the United
States Securities and Exchange Commission. IMSI is proposing to
reincorporate in the State of Delaware and, in connection with
this, change its name to Broadcaster, Inc. Additionally, IMSI has
entered into a new merger agreement with AccessMedia Networks, Inc.
IMSI believes that the combined company will become a
market-leading provider of online media. The acquisition will
combine leading "virtual set top box" technology, online media
content libraries, and Internet marketing experience, with IMSI's
strong balance sheet and experienced public company management. The
virtual set top box delivers an Internet-based, multi-channel
offering of content and entertainment. Computer utilization to
access media content and entertainment is expected to continue to
rise. The virtual set top box allows viewers to search, access, and
organize growing volumes of high quality content. These
capabilities span proprietary media libraries, media under license,
and media readily available on the Internet. The virtual set top
box combines a broad array of content, high quality resolution and
interactive capabilities, in a format as simple to use as
television. Martin Wade, IMSI's CEO, who will continue to lead the
combined organization, said, "Internet media continues to gather
momentum. It is becoming clear that much of the interest in
Internet media companies spawned in the late 1990s is being
validated by the growth in Internet-based offerings and their
usage. The time is right to move in this direction. The crisp
signals available by virtue of the virtual set top box and
widespread broadband adoption equates to an experience similar to
that of cable television with broader content and greater
flexibility." In addition to Martin Wade, Broadcaster will be led
by Internet entrepreneurs Nolan Quan, Sanger Robinson, Bruce K.
Mulhfeld, and Robert Gould and their team of experienced Internet
experts. Since the inception of the Internet, this team has been
one of the foremost innovators of technologies, and marketing and
advertising strategies for Internet-based consumer offerings.
Additionally, this team has been a leader in providing web site
development, traffic, database management, and hosting for many of
the world's largest media companies. Both Boards have approved the
acquisition agreement. Under the terms of that agreement, upon
completion of the acquisition IMSI will issue 29,000,000 shares of
common stock to the current shareholders of AccessMedia,
representing approximately 49.3% of the outstanding shares of IMSI.
Following the closing, IMSI may issue up to an additional
35,000,000 shares to the current shareholders of AccessMedia based
upon achieving certain revenue milestones prior to December 31,
2008. IMSI expects that substantial revenue growth and positive
cash flow from this acquisition will begin almost immediately after
the closing of the transaction, and the public launch of the
virtual set top box. The closing of the transaction is expected to
occur in late January or early February, 2006. IMSI will hold a
conference call on Wednesday, December 21, 2005, at 4:00 pm ET
(1:00 pm PT) to discuss the transaction. Participants can dial into
888-802-2275 and reference 9129342 or "IMSI Investor Call." About
International Microcomputer Software, Inc. International
Microcomputer Software, Inc. is in the process of becoming a
technology-based media company, having historically operated as a
software company. Media and content will be offered over the
Internet through Broadcaster's virtual set top box. Safe Harbor
Statement In connection with the reincorporation International
Microcomputer Software, Inc. ("IMSI") has filed with the Securities
and Exchange Commission a preliminary Form S-4 containing a proxy
statement for IMSI's special stockholder meeting. Investors and
security holders are advised to read the proxy statement when it
becomes available because it will contain important information
about the proposed reincorporation. Investors and security holders
may obtain a free copy of the proxy statement (when available) and
other documents filed by IMSI with the Securities and Exchange
Commission at the Securities and Exchange Commission's web site at
http://www.sec.gov/. Free copies of the proxy statement (when
available) and other documents filed by IMSI with the Securities
and Exchange Commission may also be obtained from IMSI by directing
a request to Investor Relations at IMSI (telephone (415) 878-4000).
IMSI and its directors and its executive officers may be deemed,
under SEC rules, to be soliciting proxies from IMSI's stockholders
in favor of the proposed merger. Information regarding the identity
of these persons, and their interests in the solicitation, will be
set forth in filings with the SEC, and will be available free of
charge at the SEC website and public reference rooms, and from the
IMSI corporate secretary. This announcement contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results could differ
materially from those projected in the forward-looking statements
as a result of various factors including the ability of the company
to successfully complete the acquisition of AccessMedia, as well as
risk factors set forth under "Factors Affecting Future Operating
Results" in the company's annual report on Form 10- KSB and
quarterly report on Form 10-QSB for the year ended June 30, 2005,
and the quarter ended September 30, 2005, respectively, and such
other risks detailed from time to time in the company's reports
filed with the Securities and Exchange Commission. The company
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements, which may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. DATASOURCE: International
Microcomputer Software, Inc. CONTACT: Michelle Manoff, of
Rubenstein PR, +1-212-843-8051, , for International Microcomputer
Software, Inc. Web site: http://imsisoft.com/
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