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February 15, 2002 — (WEB HOST INDUSTRY REVIEW) — Sensar Corporation (formerly Larson Davis) announced yesterday that it has signed a merger agreement with Irvine, Calif.-based
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VitalStream, Inc. (vitalstream.com), a provider of customized solutions for digital broadcasting.
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Following the merger, VitalStream will be a wholly-owned subsidiary of
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Sensar and will continue to provide products and services that enable the
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digital broadcast of audio and video content and other communications via
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the Internet. The merger is intended to provide capital for VitalStream to
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continue to develop solutions for the Webcasting and streaming media
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marketplace, which continues to grow at a rapid pace. According to Wainhouse
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Research, an industry analyst firm, the market for audio, video, and Web
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conferencing services is expected to reach $9.8 billion by 2006, up from
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$2.8 billion in 2000.
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“We strongly believe in the products and services that VitalStream is
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developing and marketing,” said Steven Strasser, Sensar CEO. “The
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opportunity for us to merge with VitalStream provides us with the unique
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opportunity to become an active player in the digital broadcasting
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marketplace – one of the fastest growing segments in the high-tech arena
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today.”
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Sensar has approximately 6.6 million shares of common stock and 1.2 million
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options and other rights to purchase common stock outstanding. Sensar’s
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outstanding shares of common stock are traded on the over-the-counter market
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under the symbol “SCII”.
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Under the merger agreement, it is proposed that a wholly-owned subsidiary of
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Sensar merge with and into VitalStream, and that the shareholders of
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VitalStream receive in the merger, approximately 15.3 million shares of
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Sensar common stock in exchange for their shares of VitalStream capital
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stock. These shares will be offered and sold in a private placement and are
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expected to be restricted securities as defined in Rule 144. VitalStream
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shareholders may also receive additional shares following closing if
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designated performance targets are met. If these performance targets are
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achieved in full, an additional 14.8 million shares would be issued in 2003.
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VitalStream employees are also expected to receive options to purchase up to
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an approximately 2.1 million additional shares of common stock of Sensar in
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exchange for currently outstanding VitalStream stock options. In addition,
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participating brokers and consultants are expected to receive an aggregate
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of 306,250 shares of Sensar common stock and an aggregate of 3,300,000
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options or warrants to purchase Sensar common stock in connection with the
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merger.
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Closing of the proposed merger is conditioned upon certain matters being
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completed, including the affirmative vote of a majority of each class of
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stock of VitalStream. The transaction is anticipated to close in May 2002.
About theWHIR.com
Since 2000, The Web Host Industry Review has made a name for itself as the foremost authority of the Web hosting industry providing reliable, insightful and comprehensive news, interviews and resources to the hosting community. TheWHIR is an iNET Interactive property. For more information on iNET Interactive, visit http://www.inetinteractive.com
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