Intel Corporation and Excalibur Technologies Corporation announced that they have signed an agreement to form a new company that will enable owners of branded high-value content, such as sports and entertainment, to produce and securely sell their audio and video content over the Internet. The new company will offer a compelling, one-stop solution with key Internet technologies. Under the terms of the agreement, Intel will contribute its Interactive Media Services division and invest $150 million in exchange for 60 percent of the new company’s equity. Intel will take a 49 percent position in the voting stock of the new company and the balance of its investment in non-voting stock. Excalibur will combine its entire business operations with those of the new company, with Excalibur stockholders receiving 40 percent ownership in the new company in exchange for their Excalibur stock. Excalibur shareholders will receive one share of stock in the new company for each share they hold of Excalibur. Holders of 29 percent of Excalibur’s outstanding voting stock have agreed to vote in favor of the transaction. Other financial details were not disclosed. Compatible technologies and business models do not exist from one company in a fully integrated way that enable branded, valuable content to be delivered to subscribers over the Internet. The new company will seek to solve this problem by combining Excalibur’s market-leading content management technologies for producing valuable media archives with Intel’s patented technology for content protection. The transaction is subject to regulatory review, Excalibur stockholder approval and other normal closing conditions. All other necessary corporate approvals have been obtained by Excalibur and Intel. Completion of the transaction and the new company’s launch is expected in the third quarter of this year. Ronald J. Whittier will resign from Intel to become chairman of the board and CEO of the new company. Patrick C. Condo will become president and COO. www.intel.com, www.excalib.com

Share