MARLBORO, Mass.---Media 100 Inc. announced today that the Company has executed a non-binding term sheet
providing for the sale of substantially all of the assets of the
Company to Optibase Ltd. This transaction will allow Media 100 to
continue to develop, sell and support its 844/X editing-compositing
systems, newly-introduced Media 100 HD system, Media 100 i, and other
content design products.
"Media 100 has created differentiated and valuable technology that
we believe can flourish with the right backing," said Tom Wyler, Chief
Executive Officer and Chairman of the Board of Optibase. "The advanced
products that Media 100 has developed represent a growth opportunity
for Optibase."
"With an extremely strong balance sheet, Optibase gives Media 100
the financial wherewithal to continue engineering and marketing 844/X
and Media 100 HD and compete aggressively in the market," said John
Molinari, president and chief executive officer of Media 100. "The
deal is timed well to support us just as we begin first shipments of
our new 844/X Version 3 release and prepare to deliver our first
implementation of 844/X technology on the Apple Power Mac G5
platform--Media 100 HD."
This transaction is anticipated to be effected as part of a
prepackaged bankruptcy. The term sheet specifies that Optibase intends
to provide up to $1 million in a debtor-in-possession loan, and buy
substantially all the assets of the Company for $2.5 million (less the
amount of any debtor-in-possession funding advanced). It is
anticipated that substantially all of the proceeds will be used to pay
operating expenses and creditors, and it is unlikely that stockholders
would receive any payment.
The acquisition is subject to a number of contingencies, including
negotiation and completion of final documentation and approval by the
bankruptcy court. In the event the transaction is not completed, the
Company may be required to cease operations.
About Media 100
Media 100 develops award-winning advanced media systems for
content design, enabling creative professionals to design highly
evocative effects-intensive work on a personal computer. Creative
artists and content design teams around the world use Media 100's Emmy
Award-winning solutions. The Company is headquartered in Marlboro,
Massachusetts. For more information, please visit www.media100.com.
HERZLIYA, Israel--- Optibase Ltd., a leader in
digital video encoding and streaming solutions, today announced execution of
a non-binding term sheet (the “Term Sheet”) with Media 100 providing for negotiation of a debtor-in possession loan by Optibase to
Media 100, and the sale to Optibase of substantially all of the assets of
Media 100 Inc. in a pre-packaged bankruptcy proceeding, under title 11 of
the United States Bankruptcy Code (“Chapter 11”) (the "Transaction").
At
this time, there is no binding agreement between the Company and Media 100
for the Transaction. Moreover, any such future agreement and sale would be
subject to various conditions precedent, including approval by the Court in
the Chapter 11 case. The parties are under no obligation to pursue or
complete the Transaction unless and until they have executed a definitive
agreement ("Agreement") and the Court has approved the Transaction.
This Transaction, once filed with the bankruptcy court and given an interim
order by that court, among other things to secure the debtor-in-possession
financing, will allow Media 100 to continue to develop, sell and support its
844/X editing-compositing systems, newly-introduced Media 100 HD system,
Media 100 i, and other content design products.
“Media 100 has created differentiated and valuable technology that we
believe can flourish with the right backing,” said Tom Wyler, Chief
Executive Officer and Chairman of the Board of Optibase. “If the asset
purchase by Optibase is approved by the bankruptcy court, the advanced
products that Media 100 has developed would represent a growth opportunity
for Optibase.”
“With an extremely strong balance sheet, Optibase gives Media 100 the
financial wherewithal to continue engineering and marketing 844/X and Media
100 HD and compete aggressively in the market,” said John Molinari,
president and chief executive officer of Media 100. “The deal is timed well
to support us just as we begin first shipments of our new 844/X Version 3
release and prepare to deliver our first implementation of 844/X technology
on the Apple Power Mac G5 platform—Media 100 HD.”
Subject to various conditions precedent which are set forth in the Term
Sheet, and which have not yet been satisfied, including negotiation and
completion of final documentation, issuance of appropriate orders and
approvals by the bankruptcy court, Optibase intends to provide up to $1
million in a debtor-in-possession loan, and buy substantially all the assets
of the Company for $2.5 million (less the amount of any debtor-in-possession
funding advanced). The debtor-in-financing would be used to enable Media
100 to meet its commitments to its employees, to fund vendor obligations
going forward, and to assure uninterrupted business operations.
About Optibase
Optibase, Ltd. provides professional encoding, decoding,
video server upload and streaming solutions for telecom operators, service
providers, broadcasters and content creators. The company’s platforms enable
the creation, broadband streaming and playback of high quality digital
video. Optibase’s breadth of product offerings are used in applications,
such as: video over DSL/Fiber networks, post production for the broadcast
and cables industries, archiving; high end surveillance, distance learning;
and business television. Headquartered in Israel, Optibase operates through
its fully-owned subsidiary in Mountain View, Calif., and offices in
Europe, Japan, and China. Optibase products are marketed in over 40
countries through a combination of direct sales, independent distributors,
system integrators, and OEM partners.
For more information please visit www.optibase.com.
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