IRVINE, CA--(Marketwired - Feb 27, 2014) - Irvine-based Ubiquity Broadcasting Corp. (
With Ubiquity's growing number of studio and film projects, including the recently announced Queen Mary project, this proposed transaction is a strategic fit, enhancing Ubiquity's film and production revenue capabilities, as well as its production and distribution capacity.
Under the terms of the proposed transaction, Ubiquity will purchase all of the assets of Stray Angel for an aggregate value of $3,000,000 to be paid in the Company's restricted common stock. Following the closing of the transaction, Stray Angel will be integrated as a new division of Ubiquity. In addition, key members of the Stray Angel management team will join Ubiquity under employment or consulting agreements, including Suren M. Seron, Howard Asher, Josh Burrows and Billy Civitella.
"This transaction continues Ubiquity's long-term growth strategy of building a diversified worldwide technology and media company, and it is a really exciting addition to Ubiquity's film and production business," said Chris Carmichael, CEO of Ubiquity. "Stray Angel and its management team bring tremendous depth in terms of personnel and resources, as well as experience that will contribute to our commitment to becoming a leading film and production company in North America."
The proposed transaction is subject to legal and confirmatory due diligence, approval by Ubiquity's board of directors, approval by Stray Angel's board of directors and a majority of its shareholders in accordance with regulatory provisions and the execution of definitive agreements.
"We are very excited about uniting with Ubiquity and working directly with Chris Carmichael and his excellent team to expand and grow our business as a new division," said Suren M. Seron, CEO of Stray Angel Films. "When our deal is finalized, this merger will allow Ubiquity to position itself very aggressively in several new markets."
"Content delivery and accessibility has always been a driving force behind the need for technology. Stray Angel allows Ubiquity to bolster its revenue, continue its IP and proprietary content creation and its exclusive distribution platform worldwide," said CEO of Ubiquity Chris Carmichael.
About Stray Angel Films
Stray Angel Films is digital motion picture rental, production, and production services company founded in 2003 by Suren M. Seron to serve as a completely integrated facility with the ability to provide professional studio services to a wide range of clients and production needs. Stray Angel caters to a large client base ranging from independent filmmakers working on their first short to large studios producing multinational television. For more information about Stray Angel, visit www.strayangel.com.
About Ubiquity Broadcasting Corp.
Based in Irvine, CA. Ubiquity is a vertically integrated, technology-focused media company. Ubiquity is focused in five specific areas with a robust portfolio of patents and intellectual property. First, the Company has developed an intuitive user interface making access to all content from any device in a simple, consistent format. Second, Ubiquity enables the search and identification of any object and image in all video and digital media. Third, it has developed a platform for mobile transaction including the integration of payments, money transfers, coupons and gifts. Ubiquity has also developed an industry-leading, intuitive, immersive consumer experience for all web-based activity. Finally, the company allows for the personalization of all content, whether public or private, in a unique accessible way.
Through Ubiquity Labs we are leveraging an extensive portfolio of intellectual property spanning Web 3.0, immersive advertising, video compression, content distribution, eCommerce, and mobile applications to support the commercialization of new technologies. In addition, we intend to pursue strategic licensing opportunities. Through Ubiquity Studios, we provide we engage in the commercial production, distribution and exploitation of entertainment products including but not limited to television, commercials and film. For more information, visit www.ubiquitycorp.com.
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risk that the Company is not able to complete the transaction, risks associated with marketing and sale of securities; the need for additional financing requirements and access to capital, reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; the volatility of the volume and price of the common shares, the failure of the business strategy, the integrity of the Company's patents and proprietary intellectual property and competition. The Company cautions that the foregoing list of risk factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, including the risk factors set out in the Company's 10K for the year ended December 31, 2014. See the sections entitled "Risk Factors" in Ubiquity's quarterly and annual reports as filed by Ubiquity from time to time with the Securities and Exchange Commission. The Company has assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
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