The terms of the proposed acquisition, which has been approved by the companies' respective boards of directors, would create an expanded business which would embrace the expertise of both BAM! and VIS worldwide. Shareholders representing over 90% of the share capital of VIS have signed irrevocable undertakings to vote in favor of the transaction.
The combined company will be led by executives from both BAM! and VIS. Their first joint project is expected to be the development and publishing of the VIS property, State of Emergency 2, the sequel to the hit product which topped the US and UK charts simultaneously and which sold in excess of 1 million units worldwide.
Raymond C. Musci, Chief Executive Officer of BAM!, commented: "This is an exciting combination of two dynamic businesses whose activities and experience span the globe. We believe this deal will position our
combined businesses strongly in a highly-competitive market, and achieve significant synergies in our operations. We are bringing together some of the most talented and knowledgeable people in our industry. There is little or no overlap between the businesses and we intend that the new combined company will operate in an efficient and rigorous manner, involving both development and publishing of games."
Ken Lewandowski, Chairman of VIS said: "Our agreement with BAM!, which represents a significant development for VIS, would enable our company to participate in a new enterprise with the scope to both develop and publish its own properties."
Chris van der Kuyl, President and Chief Executive Officer of VIS, commented: "The proposed acquisition provides the opportunity for both BAM! and VIS to share and develop their strengths under one roof. We have discussed the potential for the combined businesses at great length and we are convinced that this marriage of developer and publisher represents the way forward for the games and digital entertainment sector."
It is intended that Chris van der Kuyl and Paddy Burns, chief technology officer of VIS, will join BAM!'s senior management team, and that Chris van der Kuyl and one non-executive director of VIS will join the Board of Directors of BAM!.
The proposed acquisition would create a combined business which would include:
A strong roster of game titles based on licenses such as Carmen Sandiego, Aardman Animation's Wallace & Gromit, and Cartoon Network's Powerpuff Girls and Dexter's Laboratory;
Powerful intellectual properties developed in-house, including State of Emergency 2, the sequel to the chart-topping AAA title State of Emergency, and other games under development with existing publisher agreements.
An integrated publishing and development organization with US distribution, together with international distribution partnerships.
The proposed acquisition includes VIS entertainment's 50 per cent interest in VIS iTV, a joint venture with the television business Telewest, which has developed and owns the rights to the animated virtual horse-racing game, I- RACE. The game is licensed and broadcast on the iSports channel on the Sky Digital direct-to-home TV platform.
Transaction detail:
In aggregate BAM! is issuing 9 million shares for the entire issued share capitals of VIS and SOED.
The closing of the acquisition is conditioned on a variety of conditions including approval of shareholders of each of VIS and SOED, VIS re-registering as a private company, approval of the issuance of BAM!'s shares by BAM!'s stockholders, a secondary issue of BAM! securities and BAM! maintaining its NASDAQ small cap listing and/or satisfying VIS' Board that BAM! meets the NASDAQ's continued listing standards on a pro-forma basis after giving effect to the acquisition.
VIS has been advised on this transaction by Lodestar Partners and BAM! has been advised by Europlay Capital.