OTTAWA, ONTARIO -- (Marketwired) -- 06/12/15 -- International Datacasting Corporation (TSX: IDC) ("IDC" or the "Company") announced today the results of its annual general and special meeting of shareholders held on June 12, 2015 (the "Meeting"). The Meeting was well attended, with approximately 54% of shareholders in attendance or represented by proxy.
Management's nominees for the Board of Directors were all elected at the meeting. The special business of the Meeting consisted of three special resolutions related to the proposed sale of certain of the Company's assets to Pico Digital. These resolutions were not approved by the shareholders. The detailed results of the ballots are set out below.
As a result of the defeat by shareholders of the special resolution related to the proposed sale of IDC's broadcast products business and its related assets to Pico Digital Inc., the transaction will not proceed. The Board of Directors of IDC expects that the Asset Purchase Agreement will be terminated by Pico Digital and that the bridge financing facility of US$1,000,000 and all accrued interest will become due and will have to be repaid to Pico Digital.
Management of IDC and the Board of Directors will be working to ensure that the required funds are available to repay IDC's obligations to Pico Digital. Concurrently, the Board of Directors will be reviewing possibilities for stabilizing IDC and ensuring it is able to continue as a going concern. It is likely that the Company will be required to raise additional debt or equity financing as part of this process. In connection with this review, the composition of the Board of Directors will be considered to ensure that management has the appropriate support it requires to meet the significant challenges that IDC faces and that shareholders have appropriate representation.
Chris Van Staveren, IDC's Chairman, stated, "With this vote, the shareholders have indicated their belief in the underlying value of IDC. We will respect the shareholders' decision, and in the coming weeks will create a new business plan for IDC. Part of this business plan will include raising new financing for the company, and one option is expected to be an equity or debt financing from existing shareholders."
Detailed Voting Results
1. Special resolution to reduce the minimum numbers of directors provided for in the Articles of the Company to three (the "Articles Amendment Resolution")
In order to be passed, the Articles Amendment Resolution required the approval of 66 2/3% of the votes represented in person or by proxy at the meeting. The results of the votes by ballot on the Articles Amendment Resolution are set out below.
----------------------------------------------------------------------------
Votes For Votes Against
----------------------------------------------------------------------------
Percentage of Percentage of
Number of Votes Votes Number of Votes Votes
----------------------------------------------------------------------------
20,638,101 60.6% 13,428,318 39.4%
----------------------------------------------------------------------------
2. Election of directors
As a result of the defeat of the Articles Amendment Resolution, a minimum of five directors were required to be elected at the Meeting. In addition to the four management nominees identified in the management information circular, two persons were nominated from the floor to stand for election.
On a vote by ballot the following directors were elected: Eric Apps, David Charron, David Smith, Chris Van Staveren and Douglas Lowther.
The results of the votes for the election of directors are set out below.
----------------------------------------------------------------------------
Name of Nominee Votes For
----------------------------------------------------------------------------
Number of Votes Percentage of Votes
----------------------------------------------------------------------------
Eric Apps 24,234,864 71.1%
----------------------------------------------------------------------------
David Charron 20,990,296 63.2%
----------------------------------------------------------------------------
David Smith 23,153,279 67.9%
----------------------------------------------------------------------------
Chris Van Staveren 23,029,278 67.5%
----------------------------------------------------------------------------
Douglas Lowther 20,274,961 60.5%
----------------------------------------------------------------------------
Rick Clements 2,838,180 8.5%
----------------------------------------------------------------------------
3. Appointment of Auditors
At the Meeting, shareholders were asked to approve the appointment of PricewaterhouseCoopers LLP, as auditors of the Company until the close of the next annual meeting of shareholders or until a successor is appointed, at remuneration to be fixed by the board of directors. According to the proxies received and vote by show of hands, the resolution was approved.
The proxies submitted for the Meeting on this matter were as follows:
----------------------------------------------------------------------------
Votes For Votes Withheld
----------------------------------------------------------------------------
Percentage of Percentage of
Number of Votes Votes Number of Votes Votes
----------------------------------------------------------------------------
20,121,711 60.4% 13,211,635 39.6%
----------------------------------------------------------------------------
4. Special resolution to approve the sale of IDC's broadcast products business and its related assets to Pico Digital Inc. (the "Transaction Resolution")
In order to be passed, the Transaction Resolution required the approval of 66 2/3% of the votes represented in person or by proxy at the meeting. The results of the votes by ballot on the Transaction Resolution are set out below.
----------------------------------------------------------------------------
Votes For Votes Against
----------------------------------------------------------------------------
Percentage of Percentage of
Number of Votes Votes Number of Votes Votes
----------------------------------------------------------------------------
14,149,374 41.5% 19,927,045 58.5%
----------------------------------------------------------------------------
5. Special resolution to approve a name change of the Company (the "Name Change Resolution")
As a result of the defeat of the Transaction Resolution, the Name Change Resolution was not tabled at the Meeting.
About International Datacasting Corporation:
International Datacasting Corporation (TSX: IDC) is a technology provider for the world's premiere broadcasters in radio, television, data and digital cinema. IDC's products and solutions are in demand for radio and television networks, targeted ad insertion, digital cinema, 3D live events, satellite news gathering, sports contribution, VOD, and IPTV. IDC is headquartered in Ottawa, Canada, with regional offices in Arnhem, the Netherlands and in San Diego, California. For more information visit: www.datacast.com.
Forward-Looking Statements:
This press release contains certain information that may constitute "forward-looking information" and/or "forward-looking statements" within the meaning of applicable Canadian securities laws including, without limitation, statements as to the termination of the asset purchase agreement with Pico Digital and the repayment of amounts owing under the promissory note as well as the plans of the Board of Directors to stabilize the Company and its expectations with respect to further communication with shareholders. All forward-looking information and forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. The material assumptions used to develop the forward looking-statements made in this release include the actions Pico Digital is expected to take with respect to the termination of the asset purchase agreement and demand for repayment under the promissory note, that the Board will complete a review of possibilities for stabilizing IDC and that the results of the review will enable IDC to continue as a going concern, that shareholder will be asked to participate in financially supporting the Company, as well as other considerations that are believed to be appropriate in the circumstances.
All statements other than statements which are reporting results as well as statements of historical fact are forward-looking statements that may involve a number of known and unknown risks, uncertainties and other factors; many of which are beyond the ability of IDC to control or predict.
Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "design", "plan or "project" or the negative of these words or other variations on these words or comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Risks and uncertainties that might cause actual results to differ materially include, but are not limited to: the possibility that IDC will be unable to repay its obligations to Pico Digital, the Board will not be able to achieve a plan for stabilizing IDC, that a debt or equity financing, supported by shareholders, may not proceed, and the possibility that certain assumptions with respect to the proposed transaction with Pico Digital, and the results of a termination of the asset purchase agreement, could prove to be inaccurate.
More detailed information about potential factors that could affect IDC's financial and business results is included in the public documents IDC files from time to time with Canadian securities regulatory authorities and which are available on SEDAR at www.sedar.com, including, without limitation, IDC's Annual Information Form and MD&A for the year ended January 31, 2015, each dated April 29, 2015.
Except as expressly required by applicable law, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are provided to assist external stakeholders in understanding IDC's expectations as at the date of this release and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements.
Contacts:
International Datacasting Corporation
Doug Lowther
+1-613-596-2400 x2211
dlowther@datacast.com
