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International Datacasting Corporation: International Datacasting Corporation Adopts Shareholder Rights Plan

^{Published on 2009-01-09 13:53:32, Last Modified on 2009-01-09 13:54:36 - Market Wire}
 

OTTAWA, ONTARIO--(Marketwire - Jan. 9, 2009) - International Datacasting Corporation (TSX:IDC) (the "Company" or "IDC") today announced that its Board of Directors has approved the adoption of a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the outstanding securities of the Company.

The Rights Plan is intended to provide the Company's Board with adequate time to assess a take-over bid, to consider alternatives to a take-over bid as a means of maximizing shareholder value, to allow competing bids to emerge, and to provide the Company's shareholders with adequate time to properly assess a take-over bid without undue pressure.

The Company's board is not currently aware of any pending or threatened take-over bid for the Company. The Rights Plan is similar to plans adopted by other Canadian companies.

Under the terms of the Rights Plan, one right (a "Right") will be issued by the Company in respect of each outstanding common share at the close of business today and in respect of each common share issued thereafter (subject to the terms of the Rights Plan). The Rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of the Company's Board.

Should such an acquisition occur, Rights holders (other than the acquiring person or related persons) can purchase common shares of the Company at a substantial discount to the prevailing market price (as defined in the Rights Plan) at the time the Rights become exercisable.

"Permitted bids" under the Rights Plan must be made to all holders of the Company's common shares and must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.

Although effective as of today, the Rights Plan is subject to ratification by the Company's shareholders within six months. If not ratified within six months from today, the Rights Plan and all of the Rights outstanding at the time will terminate.

The Rights Plan is also subject to acceptance by the TSX. A copy of the Rights Plan will be filed on SEDAR at [ www.sedar.com ] following acceptance by the TSX, and can also be obtained from the Company upon written request.

About International Datacasting Corporation (IDC):

International Datacasting Corporation, (TSX:IDC) is a global leader in providing advanced solutions for the distribution of broadband content via satellite. IDC is at the forefront of delivering IP-based datacasting solutions via satellite and content distribution technologies with installations in more than 100 countries worldwide. IDC's products are in demand for radio and television broadcast networks, distance learning, digital signage, digital cinema, IPTV distribution and other content distribution applications. IDC is headquartered in Ottawa, Canada, operates in Europe through its wholly owned subsidiary PROFline B.V. in Arnhem, the Netherlands and has an established international network of value-added partners and distributors.

This press release contains forward-looking statements that may involve risks and uncertainties. Actual results may differ materially. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with IDC's growth, the development of the satellite datacasting market, regulatory risks, intellectual property infringement and other factors. IDC assumes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect IDC's financial and business results is included in the public documents IDC files from time to time with Canadian securities regulatory authorities.