Digital marketing technologies solutions provider Wireless Ronin Technologies Inc. has entered into a definitive agreement to merge with digital media and broadcast solutions provider Broadcast International, according to a company announcement.
Under the terms of the all-stock transaction, Broadcast International shareholders and other security holders will receive approximately 36.5 percent of the outstanding shares of Wireless Ronin common stock calculated on a modified fully-diluted basis.
Based in Salt Lake City, Utah, Broadcast International brings to Wireless Ronin more than 20 years of experience delivering enterprise-scale digital signage solutions for large organizations such as Caterpillar and Washington Trust Bank, the announcement said.
Broadcast's Managed Media Services platform is a unified multichannel solution that allows global enterprises to centrally manage and deploy digital media assets, including signage, posters, video and music. The platform leverages Broadcast's patented CodecSys software, a multicodec video compression technology that reduces video bandwidth requirements and provides significant performance benefits. Broadcast's digital signage solutions use CodecSys to optimize content delivery, thereby providing end-users high quality video content across minimal bandwidth.
Broadcast also licenses a range of point solutions that, in addition to CodecSys, includes its Messaging and Music On Hold technology that allows companies to customize on-hold music as well as broadcast promotions and information to its customers. Wireless Ronin said it believes that CodecSys, MMOH and other Broadcast products will provide new licensing and revenue streams for the combined company.
"This merger combines the exceptional strengths of two of the industry's leading technology innovators," Wireless Ronin President and CEO Scott Koller said in the announcement. "Adding Broadcast's technology to our RoninCast content management system creates what we believe will be the most comprehensive, synergistic offering in the digital signage industry. Moreover, we expect that it will provide tremendous cross-selling and upselling opportunities across our combined customer base."
Koller also said Wireless Ronin expects that the merger "will also give us greater scale and a broader offering, which has become a critical factor in the highly fragmented digital signage industry."
"We believe that our combination with Broadcast will enhance our market scope through its deep experience deploying and managing large-scale digital signage solutions, while its CodecSys technology provides a strong competitive advantage to Wireless Ronin's core business and offers attractive new IP licensing opportunities," he said. "Wireless Ronin brings to the table customer omnichannel marketing capabilities, which can be sold into Broadcast's customer base and sales pipeline along with other extended solutions and services. Altogether, we expect the merger to provide valuable synergies and competitive advantages in terms of business development, geographical footprint and platform technology to more effectively capitalize on the multi-billion dollar market opportunity in digital marketing and signage."
Wireless Ronin currently expects the merger to close in Q2 2014. The closing is subject to certain conditions, including the acquisition of required consents, the approval from the shareholders of Broadcast International, and other customary conditions.
Koller, along with Wireless Ronin SVP and CFO Darin McAreavey will lead the combined company, and Broadcast Director Don Harris will join the board of directors upon closing, the announcement said.