Feb, 2002 : Sensar and VitalStream Sign Merger Agreement
📅 - Sensar Corporation (formerly Larson Davis) announced yesterday that it has signed a merger agreement with Irvine, Calif.-basedVitalStream, Inc. (vitalstream.com -> inap.com), a provider of customized solutions for digital broadcasting.
Following the merger, VitalStream will be a wholly-owned subsidiary ofSensar and will continue to provide products and services that enable thedigital broadcast of audio and video content and other communications viathe Internet. The merger is intended to provide capital for VitalStream tocontinue to develop solutions for the Webcasting and streaming mediamarketplace, which continues to grow at a rapid pace. According to WainhouseResearch, an industry analyst firm, the market for audio, video, and Webconferencing services is expected to reach $9.8 billion by 2006, up from$2.8 billion in 2000.
"We strongly believe in the products and services that VitalStream isdeveloping and marketing," said Steven Strasser, Sensar CEO. "Theopportunity for us to merge with VitalStream provides us with the uniqueopportunity to become an active player in the digital broadcastingmarketplace - one of the fastest growing segments in the high-tech arenatoday."
Sensar has approximately 6.6 million shares of common stock and 1.2 millionoptions and other rights to purchase common stock outstanding. Sensar'soutstanding shares of common stock are traded on the over-the-counter marketunder the symbol "SCII".
Under the merger agreement, it is proposed that a wholly-owned subsidiary ofSensar merge with and into VitalStream, and that the shareholders ofVitalStream receive in the merger, approximately 15.3 million shares ofSensar common stock in exchange for their shares of VitalStream capitalstock. These shares will be offered and sold in a private placement and areexpected to be restricted securities as defined in Rule 144. VitalStreamshareholders may also receive additional shares following closing ifdesignated performance targets are met. If these performance targets areachieved in full, an additional 14.8 million shares would be issued in 2003.VitalStream employees are also expected to receive options to purchase up toan approximately 2.1 million additional shares of common stock of Sensar inexchange for currently outstanding VitalStream stock options. In addition,participating brokers and consultants are expected to receive an aggregateof 306,250 shares of Sensar common stock and an aggregate of 3,300,000options or warrants to purchase Sensar common stock in connection with themerger.
Closing of the proposed merger is conditioned upon certain matters beingcompleted, including the affirmative vote of a majority of each class ofstock of VitalStream. The transaction is anticipated to close in May 2002.
Following the merger, VitalStream will be a wholly-owned subsidiary ofSensar and will continue to provide products and services that enable thedigital broadcast of audio and video content and other communications viathe Internet. The merger is intended to provide capital for VitalStream tocontinue to develop solutions for the Webcasting and streaming mediamarketplace, which continues to grow at a rapid pace. According to WainhouseResearch, an industry analyst firm, the market for audio, video, and Webconferencing services is expected to reach $9.8 billion by 2006, up from$2.8 billion in 2000.
"We strongly believe in the products and services that VitalStream isdeveloping and marketing," said Steven Strasser, Sensar CEO. "Theopportunity for us to merge with VitalStream provides us with the uniqueopportunity to become an active player in the digital broadcastingmarketplace - one of the fastest growing segments in the high-tech arenatoday."
Sensar has approximately 6.6 million shares of common stock and 1.2 millionoptions and other rights to purchase common stock outstanding. Sensar'soutstanding shares of common stock are traded on the over-the-counter marketunder the symbol "SCII".
Under the merger agreement, it is proposed that a wholly-owned subsidiary ofSensar merge with and into VitalStream, and that the shareholders ofVitalStream receive in the merger, approximately 15.3 million shares ofSensar common stock in exchange for their shares of VitalStream capitalstock. These shares will be offered and sold in a private placement and areexpected to be restricted securities as defined in Rule 144. VitalStreamshareholders may also receive additional shares following closing ifdesignated performance targets are met. If these performance targets areachieved in full, an additional 14.8 million shares would be issued in 2003.VitalStream employees are also expected to receive options to purchase up toan approximately 2.1 million additional shares of common stock of Sensar inexchange for currently outstanding VitalStream stock options. In addition,participating brokers and consultants are expected to receive an aggregateof 306,250 shares of Sensar common stock and an aggregate of 3,300,000options or warrants to purchase Sensar common stock in connection with themerger.
Closing of the proposed merger is conditioned upon certain matters beingcompleted, including the affirmative vote of a majority of each class ofstock of VitalStream. The transaction is anticipated to close in May 2002.
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Company: vitalstream.com [vitalstream.com -> inap.com]
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