Abacast Proposes Business Combination With AllDigital Holdings

Merger Offering

Under the proposal, ALLDIGITAL would acquire all of the outstanding shares of ABACAST in a reverse merger such that ALLDIGITAL would own 38% and ABACAST would own 62% of the common stock of the combined company, excluding options and warrants. Per share consideration, exchange ratios, option pools, etc. will be determined early in the due diligence process.

In a letter sent from the ABACAST Board of Directors to the ALLDIGITAL Board, the company wrote, "given ALLDIGITAL's status today based on publicly available information and that your stock is highly illiquid, we believe our proposal represents a significant premium relative to ALLDIGITAL's intrinsic value and will receive the support of a majority of AllDigital's independent shareholders. By whatever financial measure you use -- EBITDA, free cash flow, or operating cash flow, this proposal represents a compelling value realization event for all of ALLDIGITAL's shareholders. It also represents a significant premium to where ALLDIGITAL would likely trade on a standalone basis if there was liquidity in your stock."

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