August 15, 2006 Atlanta, GA -- Integrated Media Holdings, Inc. (I-Media) has closed the purchase of all assets and operations of WV Fiber LLC, a global fiber network transport service provider to telecommunications carriers, Internet service providers, and cable companies. The acquisition brings approximately $4 million in annual contract revenues currently, along with an extensive pipeline of new network contracts. The acquisition also adds approximately $1.75 million in net assets to the I-Media balance sheet.
The closing occurred on August 8, 2006 and the company began operating as WV Fiber, Inc., a wholly owned subsidiary of Integrated Media Holdings, on August 9 2006. All of WV Fiber's network operations were acquired without interruption and contracts necessary for these operations will be assumed by the new company.
"We are very pleased to acquire WV Fiber, which represents both a significant and immediate positive impact on I-Media financials and an important strategic step in positioning I-Media's Endavo as a multi-platform content delivery network," said Paul D Hamm, I-Media chairman.
Previously, I-Media's subsidiary Endavo outsourced its network connectivity, which represented a large percentage of its operating costs for delivering digital content over the Internet or to other networks.
"In addition to being one of the most connected networks in the world for transport and peering, WV Fiber is structured to carry Endavo's broadband video services and IPTV traffic over its IP backbone to the Internet and directly to broadband communities, IPTV service providers, and broadband TV platforms around the world to establish a new media broadcast network," Hamm commented further. "The network's market reach now connects us with just about anyone seeking content over broadband."
The acquisition of the network allows Endavo to partner with or compete with IPTV and broadband video providers such as Akimbo, Blinkx, iFilm, Google Video, iTunes, and YouTube. Unlike others that provide only streaming video and/or require separate equipment, Endavo requires only a PC and an opt-in subscription to its content providers to receive DVD quality on-demand video. In addition, Endavo leverages the WV Fiber network and its other content delivery platforms to allow content providers to reach multiple consumer markets with the same inventory of content.
"This acquisition has had an immediate positive effect on our current network customers and is expected to provide the same to prospective new customers as well, which will result in a new phase of rapid growth for us," said Peter Marcum, WV Fiber CEO. "We look forward to working even more closely with Endavo in the current deployment of their content delivery platforms and broadband video projects."
I-Media made a cash payment of $1,662,500 and issued common stock in the amount of 4,055,488 shares to be used to satisfy all post-petition secured, administrative, and unsecured claims of WV Fiber LLC. Additional financing for the cash component of the acquisition was completed through the sale of units of restricted common stock and warrants to accredited individual investors close to the company. Pre-petition secured creditors of WV Fiber LLC have agreed to receive payment in full by receiving a secured promissory note, in one case, and up to 1,039,786 Series A Preferred shares, which are being contributed by SovCap Equity Partners Ltd. from their already issued and outstanding preferred shares. Therefore, the issuance of preferred shares to WV Fiber creditors will not have any effect on the number of fully diluted shares outstanding of the company. SovCap has also agreed to contribute a portion of its Series A Preferred shares to support the financing required to pay in full the one outstanding secured note, as well as pay for other issued bridge notes, working capital, and capital expenditures. Therefore, on a fully diluted basis, I-Media will have issued only approximately 20% new shares to complete the entire transaction, including equity financing, to acquired the network assets and ongoing operations of WV Fiber on a free and clear basis.
"Taking into consideration the amount of revenue and assets gained by the WV acquisition, in addition to the important strategic and financial value to our overall business plans, the relative dilutive effect of the way we structured this acquisition represents an outstanding value for our shareholders," commented Hamm. "We will end up issuing less than 20% new shares in the fully diluted company to bring in an operating network with substantial revenue, a backbone infrastructure for our multi-platform broadband video and IPTV initiatives, and support for Endavo's digital media EcoSystem. This transaction positions us very well for rapidly growing the market capitalization of IMHI as we now focus on growing the core businesses and taking leadership in the digital entertainment and media industry. As we succeed in the short and long term, controlled dilution allows for dramatic positive effect on our share price."