Merriman Capital Acts as Exclusive Financial Advisor to AllDigital, Inc.
(Thomson Reuters ONE via COMTEX) --
SAN FRANCISCO - January 8, 2013 - Merriman Capital, Inc., a wholly owned subsidiary of Merriman Holdings, Inc. (OTCQX: MERR), today announced that it served as the exclusive financial advisor to AllDigital, Inc. (OTCBB: ADGL), in its merger with Broadcast International, Inc. (OTCBB:BCST).
Under the terms of the merger 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.
AllDigital's clients include Rogers Communications, Cox Media Group, Akamai, Sermon.net, FreeStreams, and WINDOWSEAT Pictures. Clients of Broadcast International include Microsoft, Bank of America, Fujitsu, HP, Telecable, WestStar TV, NetTALK, Dish Mexico, and Zions Bank. It is anticipated that the combined company will be able to provide existing and prospective clients with a more powerful, affordable, and complete digital broadcasting solutions, providing marketing and IT departments total control over the distribution of their digital media assets. We believe that the level of digital media asset control inherent in the combined solution is an important differentiator and value proposition for the combined companies.
According to IMS Research, there are currently 9.6 billion connected devices worldwide, and that number is expected to increase to 28 billion by 2020. According to Cisco's Visual Networking Index, all forms of video (TV, VoD, Internet and P2P) will represent approximately 86 percent of global consumer traffic by 2016. Additionally, Intel is forecasting 22 million public facing screens by 2015, and notes that these screens are becoming increasingly intelligent.
Combined Management Team
Paul Summers will be the CEO of the new, combined company. Prior to AllDigital, Mr. Summers was CEO and co-founder of VitalStream Holdings, Inc. that was sold to Internap for over $210 million in stock. Tim Napoleon will be the Chief Strategist. Before co-founding AllDigital, Mr. Napoleon was Chief Strategist of Media and Entertainment for Akamai Technologies. John Walpuck will hold the position of COO and CFO. Previously, Mr. Walpuck was CFO for Nine Systems that was purchased by Akamai for over $150 million in stock. Steve Jones will be the Vice President of Sales, and Steve Smith will hold the position of Vice President of Networks.
Corporate headquarters will be located in Irvine, California, with a satellite office in Salt Lake City, Utah.
About Merriman Capital, Inc.
Merriman Capital, Inc. is an investment banking firm providing equity and options execution services, market making, and differentiated research for high growth companies. The firm also provides capital raising, advisory, and M&A services. Merriman Capital, Inc. is a wholly owned subsidiary of Merriman Holdings, Inc. (OTCQX: MERR) and is the leading investment banking firm for OTCQX companies. For more information, please go to http://www.merrimanco.com/.
Merriman Capital, Inc. is a registered broker-dealer and member of The Financial Industry Regulatory Authority (FINRA) http://www.finra.org/ and the Securities Investor Protection Corporation (SIPC) http://www.sipc.org/.
About AllDigital Holdings, Inc.
AllDigital offers secure digital broadcasting solutions across multiple devices including mobile, desktop and digital television. Global media and entertainment, enterprise, and organizations (such as government, faith-based groups, and others) have leveraged from our connected device technology to get to market faster, more efficiently. Our enterprise grade solutions include Broadcast (radio, television, and VoD solutions), AllDigital Cloud (origin cloud storage and transit), SocialMedia Pro (brand and distribute digital media content via Facebook), and Integration Services (custom app development, digital workflow design, and more).
The AllDigital Holdings, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/ pkgid=14716
About Broadcast International
Broadcast International is a leading provider of managed video solutions, including digital signage, OTT (Over the Top) networks, IPTV, and live/on-demand content distribution for the enterprise. Broadcast's patented CodecSys software is a breakthrough, multi-codec video compression technology that cuts video bandwidth requirements over satellite, cable, IP and wireless networks. By slashing bandwidth needs, CodecSys enables a new generation of media applications, and offers unprecedented price/ performance benefits for existing applications such as HD video distribution.
Note to Investors
This press release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. This release does not constitute an offer to sell or a solicitation of offers to buy any securities of the Company. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K/A filed on April 30, 2012 and the Form 10-Q filed on November 14, 2012. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise. The Form 10-K/A filed on April 30, 2012 and the Form 10-Q filed on November 14, 2012, together with this press release and the financial information contained herein, are available on our website, www.merrimanco.com. Please click on "Investor Relations."
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Merriman Capital, Inc.
Chief Operating Officer
Merriman Capital, Inc.
Chief Compliance Officer
Merriman Capital, Inc
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Source: Merriman Holdings Inc. via Thomson Reuters ONE
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