Optibase Executes Agreement to Acquire Media 100
March 22, 2004
Marlboro, MA - Optibase Ltd. and Media 100 Inc. have executed a definitive loan agreement to provide up to $1 million of secured debtor-in-possession (DIP) financing, and an asset purchase agreement which, subject to court approval, calls for
Optibase to buy substantially all the assets of Media 100 for $2.5 million (less the amount of any funding advanced).
In accordance with its previously announced plan to facilitate the transaction, Media 100 has filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in United States Bankruptcy Court for the District of Massachusetts (the "Court"). The sale will be subject to various conditions, including approval by the Court in the Chapter 11 case. Optibase and Media 100 have requested that the Court, upon expedited hearing, enter an order setting forth sale procedures, including notice and overbid provisions
which would be applicable to the transaction.
The acquisition is subject to a number of contingencies, including approval by the Court. In the event the transaction is not completed, Media 100 may be required to cease operations.
"Following approval by the Court, Optibase intends to keep Media 100 activity intact as a unit in Optibase in order to continue the development, sales, and support of the Media 100 products," said Tom Wyler, Chief Executive Officer and Chairman of the Board of Optibase. "We strongly believe in the capabilities of the Media 100 team of employees and their vision for 844/X and Media 100 HD, and believe that with our financial strength the Media 100 line of products will be able to realize their potential."
"The Optibase deal gives Media 100 strong financial support during the Chapter 11 proceeding in order to drive the market penetration of 844/X Version 3 and the debut release of Media 100 HD," said John Molinari, President and Chief Executive Officer of Media 100. "We believe that with our substantial, five-year technology investment, Optibase will acquire products that will be cutting edge and allow for strong competition in the market."
For more information, visit
www.optibase.com
or
www.media100.com
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Media 100 Forward Looking Statements
This press release includes "forward-looking statements." All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. All forward-looking
statements in this press release are made based on management's
current expectations and estimates, which involve risks, uncertainties
and other factors that could cause results to differ materially from
those expressed in forward-looking statements. For detailed
information about factors that could cause actual results to differ
materially from those described in the forward-looking statements,
please refer to Media 100's filings with the Securities and Exchange
Commission, including the most recent Quarterly Report on Form 10-Q.
Media 100 does not undertake any obligation to update forward-looking
statements made herein. |
