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QSound
Labs to Acquire StreamMagic Inc.
$100 Million Acquisition to Form First Enhanced Audio and Video
Broadband Streaming Media Company
CALGARY,
Alberta --(March 22, 2000)--QSound Labs Inc. announced that
it has signed a letter of agreement to acquire 100% of Los Angeles-based
StreamMagic Inc., a leading provider of Internet video streaming,
in a stock-for-stock transaction valued at approximately US$100
million.
The combination of QSound's enhanced audio and StreamMagic's
broadband video delivery solutions will enable content publishers
to deliver rich media via the Internet in a cost-effective manner.
With access to high-speed Internet connectivity on the rise
-- T1 lines and home-based DSL -- end users are being drawn
to sites that offer high-quality audio and video streaming on
a full-time basis. QSound will empower clients to capitalize
on the "impulsive" nature of the Internet by providing "on demand"
enhanced audio and video, live Webcasts and high-end interactive
advertising -- leading to increased site traffic, end-user satisfaction
and increased revenue.
"The formation of this merger could not be more timely,"
stated Nolan Quan, president of StreamMagic. "Content
providers are constantly seeking better ways to present their
media-rich content on the Web.
"When we first met with QSound, we were amazed by the high-quality
sound they could generate from two computer speakers. With demand
for audio and video content on the Internet increasing daily,
we knew immediately this was the perfect match for our world-class
video and content delivery service."
Immediately prior to this transaction, the company plans to
spin off its non-Internet audio business segment and its e-commerce
business segment to QSound shareholders in a new company that
QSound intends to list publicly. More information regarding
the spin-off will be forthcoming in a future news release.
"This is the first step in QSound's previously announced
plan to unlock shareholder value by monetizing our intellectual
property assets through corporate reorganization and strategic
alliances," stated David Gallagher, president and
chief executive officer.
"We believe the combination of the two companies will have
much more leverage than the sum of the two operating independently.
By combining with StreamMagic, we will capitalize on StreamMagic's
high-performance Internet server management solutions and QSound's
leading-edge enhanced Internet audio to create a new generation
of streaming content."
Under the terms of the letter of agreement, QSound will acquire
StreamMagic by issuing 26.5 million preferred shares for all
of the outstanding stock of StreamMagic. Each preferred share
is convertible into one common share of QSound. Forty percent
of the preferred shares will be convertible to QSound common
shares on the effective date of the transaction and, subject
to certain QSound share price commitments, the remaining 60%
will become convertible over the following 270 days.
In addition, QSound will convert outstanding StreamMagic options
into approximately 5 million QSound options. The acquisition,
which will be accounted for as a purchase, is subject to certain
closing conditions including satisfactory completion of due
diligence by each party, satisfaction with the tax consequences
of the transaction, approval of each party's board of directors,
approval of QSound's shareholders, any necessary government
approvals and execution of the Definitive Agreement. The acquisition
is expected to close in the second quarter of 2000.
QSound held a conference call discussing the acquisition yesterday
at 4:30 Eastern time. The conference call will be available
in streaming audio from www.qsound.com and www.streammagic.com
starting March 23, 2000.
About StreamMagic Inc.
StreamMagic
uses proprietary streaming and monitoring technology to provide
"on demand" and live streaming services to content owners for
delivery of entertainment, sports, news, corporate communications
and distance educational services over the Internet. StreamMagic
utilizes a nationwide network of ISPs to route bandwidth-intensive
content "on demand."
In addition, StreamMagic is a major participant in streaming
live events in conjunction with companies such as Akamai Technologies
Inc., INTERVU Inc. and Digital Island Inc. The company supports
all major Internet audio and video formats including Microsoft
Windows Media Player(TM), RealNetworks RealPlayer(TM), Apple
QuickTime(TM), MPEG1 and streaming JPEG. For more information,
visit the company's Web site at www.streammagic.com.
About QSound Labs Inc.
Since its inception in 1988, QSound Labs has evolved into one
of the world's leading audio technology companies and an e-commerce
solution provider. The company has developed proprietary, patent-protected
audio solutions that include virtual surround sound, positional
audio and stereo enhancement for the consumer electronics, multimedia
PC, Internet and health-care markets.
The company's cutting-edge audio technologies create 3-D audio
environments, allowing consumers to enjoy stereo surround sound
from just two speakers. For more information, visit the company's
Web site at www.qsound.com.
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