Onstream Media Corporation, an online service provider of live and on- demand, digital media communications and applications, has signed a definitive merger agreement with Infinite Conferencing, a national provider of audio and web conferencing, webinar, and webcasting services. The merger has been approved by the board of directors of both companies subject to certain closing conditions, including completion of an audit of Infinite Conferencing's financial statements and is expected to close during the third quarter of fiscal 2007, which ends June 30, 2007.
Under the terms of the agreement, Onstream Media will acquire all of the outstanding equity of Infinite Conferencing in exchange for $14 million in cash and approximately 1.38 million shares of Onstream Media restricted common stock. Onstream Media arranged a private equity financing totaling $11 million, to fund the transaction consisting only of the sale of Onstream Media restricted common stock at $2.25 per share. Brimberg and Co. LP acted as the lead placement agent and Axiom Capital Management and Chicago Investment Group acted as sub-placement agents for the financing. These agents will be compensated in cash and warrants. New Century Capital Partners LLC provided the board of directors of Onstream Media an independent analysis of the fair value of Infinite Conferencing. Q Advisors LLC acted as a financial advisor to Infinite Conferencing in connection with the transaction.
Onstream Media Corporation has also completed the acquisition of the assets, technology, and patents pending of privately owned Auction Video Inc., a Utah corporation and Auction Video Japan Inc., a Tokyo-Japan corporation. Auction Video is a developer of web based, user- generated content applications that are used in social networks, video classified advertisements, online auctions and other Web 2.0 applications.
(www.onstreammedia.com; www.infiniteconferencing.com; www.auctionvideo.com)