07-20-2006, 09:39 AM
Quote:Jul 19, 2006 -- Integrated Media Holdings, Inc. (OTC BB:IMHI.OB - News) announced today that it has signed a definitive agreement to acquire Orlando, Florida-based Bidchaser, Inc., a global online auction and e-commerce company. The acquisition will be completed by merging a newly formed Integrated Media subsidiary with Bidchaser through a share exchange and with Bidchaser surviving as the wholly owned subsidiary. The agreement to acquire Bidchaser gives Integrated Media Holdings (I-Media) its second wholly owned subsidiary and allows the Company to acquire an "e-commerce" platform and business plan that is being launched into the market during July and August. Bidchaser is expected to begin generating revenues from its e-commerce services and transactions during this initial rollout period.
Under definitive agreement, the acquisition will be accomplished through a reverse triangular merger and share exchange that is expected to be completed on or around August 31, 2006. This is an important strategic move for I-Media in its series of steps to improve shareholder value. Through this acquisition, Bidchaser also brings to I-Media an experienced and fully hardware-equipped software engineering and multimedia acquisition staff, with IT/Web development offices in Baroda, Pune and Mumbai (Bombay), India, which will be used for I-Media's broadband video and e-commerce projects.
In addition to Bidchaser's IT and e-commerce assets, the acquisition brings an active content deal pipeline from India and the Far East to I-Media's current broadband video business in the East. Prior to acquiring Bidchaser, I-Media's industry presence had been strongest in the North and Latin American markets. Upon the acquisition, I-Media's proprietary broadband video and e-commerce businesses will be immediately increased worldwide.
The acquisition of Bidchaser will be accomplished through a share exchange for 100% of Bidchaser shares after merging with a newly formed subsidiary of Integrated Media Holdings. Bidchaser shareholders will receive a total of 2,122,094 common shares and 280,080 Series A Preferred Shares. Series A Preferred shares are each convertible into 9.6 common shares. To significantly reduce dilution to existing Integrated Media shareholders, the company's majority holder is contributing 100% of the Series A Preferred shares from its existing holdings for the preferred exchange.
"This transaction will significantly reduce I-Media's cost of development and sales, while improving our balance sheet immediately," said Paul Hamm, CEO of I-Media.
I-Media's wholly owned subsidiary Endavo has already been using Bidchaser's services in the development and deployment of online video portals and services prior to the acquisition. "By acquiring Bidchaser, our top line growth will be accelerated and I-Media's current broadband technologies and e-commerce capabilities will be greatly increased," Hamm added.
"Bidchaser is excited to be a part of the I-Media group," said Leonardo Cunha, President and CTO of Bidchaser, Inc. "The combined resources, expertise, and strategic vision in the digital commerce marketplace shared by Bidchaser and I-Media will make this a successful and profitable venture. We will be a formidable presence in the industry and a leader in the new era of digital commerce."
About Bidchaser
Bidchaser, Inc., with headquarters in Orlando, Florida, operates software development and media acquisition offices in Baroda, Pune and Mumbai, India. Bidchaser develops state-of-the-art, efficient and entertaining online trading models that are available 24 hours a day, 7 days a week, 365 days a year. Bidchaser's user-friendly portals and websites create and enable members of specific online communities to effortlessly exchange goods, media and ideas through a variety of entertaining formats including: subscription media channels, online video festivals, auction and fixed-style electronic commerce portals, e-commerce storefronts and microsites, and through the unique and innovative "Gift Shoppe," where buyers can search for items based on the recipient's interests, occupation or personality.
About Integrated Media Holdings (I-Media)
Integrated Media Holdings, Inc., headquartered in Atlanta, Georgia, is a publicly traded holding company that acquires, invests in, builds and operates innovative digital communications and media technologies businesses. The I-Media Group develops, operates and integrates technologies and network infrastructure to create a fully integrated digital commerce EcoSystem, supporting multiple forms of distribution for entertainment, media, and communications services over broadband.
Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the products markets, variations in the Company's cash flow, market acceptance risks, technical development risks, seasonality and other risk factors detailed in the Company's Securities and Exchange Commission filings.