International Microcomputer Software, Inc. Merges With AccessMedia Networks, Inc. and Plans Name Change to Broadcaster, Inc.
August 08 2005 - 2:48PM
PR Newswire (US)
Transaction transforms IMSI into an Internet media company
Broadband delivered video represents a fundamental paradigm change
NOVATO, Calif., Aug. 8 /PRNewswire-FirstCall/ -- International
Microcomputer Software, Inc. (OTC:IMSI) (BULLETIN BOARD: IMSI) has
agreed to merge with AccessMedia Networks, Inc., a leading platform
for delivering real-time interactive media over the Internet. The
merger with AccessMedia, which follows the company's sale in July
of its Allume Systems, Inc. subsidiary, accelerates IMSI's
transformation from a software company to an Internet media
company. The merger is subject to IMSI stockholder approval and
other customary closing conditions. Concurrent with the closing,
International Microcomputer Software, Inc. will change its name to
Broadcaster, Inc. (http://www.broadcaster.com/). Martin Wade, CEO
of IMSI said, "We believe that the quickly evolving Internet-based
media space presents opportunities for achieving substantial
growth. The widespread adoption of broadband coupled with the
convergence of media distribution formats will allow us to leverage
AccessMedia's leading 'virtual set top box' technology, extensive
media content library, and unique Internet-based marketing skills
to become a leading technology-based media entity." New
technologies make broadband an important conduit for richer media
consumption and will continue to reshape the video distribution
value chain. The AccessMedia virtual set top box technology has
been in development over the past five years, with over 100,000 man
hours of time invested. AccessMedia's Internet-based multi-channel
strategy allows the delivery of content and entertainment that
viewers increasingly demand what, where and when they want.
AccessMedia's unique virtual set top box accessible at
http://www.accessmedia.tv/ allows viewers to readily organize and
access the growing volumes of high quality content, utilizing its
broad based search capabilities. These capabilities span
AccessMedia's proprietary media library, media under license, and
media readily available on the Internet. IMSI plans to capitalize
on the promising opportunities offered in interactive media. As
part of this strategy, IMSI has entered into letters of intent to
acquire proprietary content channels "America's Biggest"
(http://www.americasbiggest.com/) and "Sonic Garden"
(http://www.sonicgarden.com/). Martin Wade added, "We believe that
the time is right to move in this direction. The convergence of
broadband, technology, and content is now a reality. The crisp
signals offered by virtue of widespread broadband adoption and our
virtual set top box technology equates to an experience similar to
that of cable television. People are increasingly comfortable
utilizing technology to access programming. AccessMedia's virtual
set top box combines the immediacy and interactivity of the Web, in
a format as simple to use as television. Recent announcements and
transactions targeting online media by traditional media companies
support our belief that viewers will migrate to an Internet-based
delivery format." Viewers increasingly seek to control their
experience - content, timing, and advertising. AccessMedia's
virtual set top box allows a viewer to customize his view to
accommodate his specific tastes. Importantly, advertisers recognize
the benefits from a viewer choosing his environment - one where
only relevant and interesting advertising is selected. Further, the
interactive nature of online media delivery allows a viewer to give
real-time feedback on a variety of topics and immediately change
his view to best suit his preferences. IMSI's proposed merger with
AccessMedia has been approved by both companies' boards of
directors, but is subject to IMSI shareholder approval and other
customary closing conditions. In the interim, IMSI and AccessMedia
have entered into a joint operating agreement whereby IMSI will
fund up to $3 million for the operations of AccessMedia. In
connection with the merger, IMSI will issue 25 million shares at
closing to AccessMedia's shareholders, representing approximately
43 percent of IMSI's outstanding stock at such time. Following the
closing, IMSI may issue up to 46 million additional shares if
AccessMedia achieves certain revenue targets. The closing of the
transaction is anticipated to occur in October, 2005. Concurrent
with the closing, International Microcomputer Software, Inc. will
change its name to Broadcaster, Inc. About International
Microcomputer Software, Inc. International Microcomputer Software,
Inc. is a technology-based media company, which has historically
operated as a software company. Media and content will be offered
over the Internet through the AccessMedia browser platform found at
http://www.accessmedia.tv/. Safe Harbor Statement In connection
with the merger of International Microcomputer Software, Inc.
("IMSI") and AccessMedia Networks, Inc. ("AccessMedia"), IMSI will
file a proxy statement for IMSI's special stockholder meeting with
the Securities and Exchange Commission. Investors and security
holders are advised to read the proxy statement when it becomes
available because it will contain important information about the
proposed merger. 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 a Schedule 14A to be filed 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 for the year ended June 30, 2004, 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, Rubenstein
PR, +1-212-843-8051, , for International Microcomputer Software,
Inc. Web site: http://imsisoft.com/ http://www.accessmedia.tv/
http://www.sonicgarden.com/ http://www.americasbiggest.com/
http://www.broadcaster.com/
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