SANTA MONICA, Calif., Oct. 8, 2004 (PRIMEZONE) -- iMedia International, Inc. (Pink Sheets:IMNL) In a transaction valued at $7.6MM, iMedia International announces the closing of a private placement of 4,000,000 of its common shares at the price of $1.90 per share with Langley Park, PLC, a London-based investment trust listed on the London Stock Exchange.
In lieu of cash, the investment trust purchased the shares with 4,185,122 shares of its free-trading common stock. At the time of the transaction, the trust's shares were valued at 1.00 pounds per share (US$1.81). The public market price of these shares varies on a day-to-day basis subject to market conditions and the value of the trust's underlying portfolio.
Pursuant to the terms of the agreement, the trust may not sell, transfer or hedge against the iMedia shares for a period of two years. In addition, iMedia has agreed to place in escrow 50% of the trust's shares as downside protection for the trust in the event iMedia's stock is trading at less than $1.90 per share upon the expiration of the two-year lock-up term. iMedia would then be obligated to return some portion of the escrowed shares to make up for any difference between the purchase price and the market price of its common stock at the end of two years.
"This placement represents the largest single investment in our company to date. We are very pleased that we were able to negotiate a restriction prohibiting the trust from selling or hedging against our shares for the next two years. This gives us a very nice window to grow our company and increase revenues without the worry that these shares will immediately flood the market," says David MacEachern, CEO of iMedia International. "It is our goal to obtain a listing on the AMEX or the NASDAQ Small Cap market. We now have a substantial balance sheet asset that will help us meet the net asset requirements for listing on these exchanges."
The Company intends to immediately liquidate a portion of the trust shares for cash for operations, and use the balance as collateral for various future credit lines and facilities.
A full description of the transaction, terms and Stock Purchase Agreement is available in the Company's public filings.
About iMedia International Inc.
iMedia International, Inc. (IMNL) is a publicly held digital media solutions company producing DVD's, and CD-ROM's for digital multimedia marketing and promotional campaigns. iMedia publishes proprietary and custom digital iMagazines and offers expert digital media solutions services including: strategic planning, content aggregation and production, disc audio/video design, authoring, editing and compression, disc packaging manufacturing and distribution. A key feature of iMedia's technology is its iReporting(TM) real-time, online tracking system which provides quantitative data on disc viewer usage patterns and effectiveness of iMedia marketing and promotional campaigns.
The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements to the future financial performance of the Company. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, product development and acceptance, the impact of competitive services and pricing, general economic risks and uncertainties, and various other information detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date thereof. Please refer to the full filing of the Company's Quarterly Report on Form 10-Q at http://www.sec.gov.