Merger Shock! IMSI Changes to Broadcaster

International Microcomputer Software, Inc. (IMSI, maker of TurboCAD) is changing its name to Broadcaster, Inc. It's not quite that simple, though.

IMSI is merging with AccessMedia Networks, a company that provides real-time interactive media over the Internet. (The company planned to build an Akamai-like mega-network with more than 20 million nodes by the end of 2004. Dunno if they acheived that or not.) Once the merger is agreed to and consumated, the merged company will change its name to Broadcaster, Inc.

IMSI says this move "accelerates IMSI's transformation from a software company to an Internet media company." From the look of the www.broadcaster.com Web site, IMSI is going w-a-y beyond CAD software:

* News & Gossip Channel - Stay up to date with all the latest news and gossip.
* Fashion Channel - The latest styles. The hottest designers. The newest models.
* Music Channel - Check out the Music Channel for the best articles, interviews and photo essays on your favorite music superstars. Plus, download the hottest MP3s and videos FREE!
* Design Channel - Discover the best of art, architecture and design on our Design Channel.

"Our extensive network of contacts with content publishers, distributors and buyers, coupled with our 100% secure digital rights management [copy protection] technology, allows us to create a secure, streamlined virtual pipeline between content distributors and the buying public," says Broadcaster.

This isn't the IMSI that I know.

Update

"Mergers" often aren't. Daimler-Benz did not merge with Chrysler; AOL did not merge with Time-Warner; and it appears that IMSI is not merging with AccessMedia Networks.

Terms of the deal seem to call for IMSI to buy out AccessMedia:
- IMSI is funding AccessMedia up to US$3 million towards its operations.
- IMSI is paying AccessMedia shareholder 25 million shares ($35 million) at closing.
- IMSI may paying another 46 million shares ($64 million) if AccessMedia achieves revenue targets.

The takeover is expected to finalize in October.

More Details

The press release didn't present as much information as does IMSI's filing with the SEC [US securities and exchange commission]. As I suspected, this is not a merger, but an acquisition, with a couple more entities involved:

A previously unmentioned company, ACCM Acquisition Corp. will be merged with AccessMedia, with AccessMedia continuing after the merger as the surviving corporation but a wholly-owned subsidiary of IMSI. IMSI then takes on the Broadcaster name, which is currently a trademark of AccessMedia. The financial advisor to IMSI, Baytree Capital Associates, has a connection in all this: Baytree's chairman and ceo is Michael Gardner, who is also a stockholder of AccessMedia.

The only roadblock to the acquistion is approval by IMSI shareholders. To give the vote a positive boost, IMSI ceo Martin Wade and two other "significant stockholders" have agreed to vote their shares in favor of the acquisition. It's not clear how significant this voting block is, because Wade does not appear on the Top Five list of the largest IMSI shareholders:

DIGITAL CREATIVE DEV - 7,235,758
CAPITAL VENTURES - 2,319,200
ROBERT MAYER - 341,586
BRUCE GALLOWAY - 337,000
GORDON LANDIES - 64,560

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