ROO has entered into a Content Distribution Agreement with
Kamera Content AB, providing for a collateralized and callable advance payment by ROO of US $300,000. The CDA provides ROO with an exclusive time period during which to fully negotiate the acquisition of Kamera. The binding CDA was signed between the companies on March 12, 2008, at the same time as the execution of a non-binding Letter of Intent for the purchase of 100% of the capital stock of Kamera by ROO.
Kamera is privately held and based in Stockholm, Sweden, with certain back-office operations in Cairo, Egypt. Through its proprietary software and content distribution agreements, Kamera enables corporate clients such as Vodafone, MSN, Orange, Telefonica, O2, Hutchinson and China Mobile to deliver IPTV channels to their customers over mobile and online networks. Kamera's content library includes localized, ready-to-publish clips from ABC News, Associated Press, SNTV and others, and its proprietary ingestion engine allows for video content to be transcoded into any mobile/digital format.
On an unaudited basis, Kamera generated approximately US$2.9 million of revenue in the 12 months ending December 31, 2007. Kamera management projects revenues of US$5.6 million in 2008.
Unless otherwise amended, if either Kamera or ROO terminates the CDA before April 15, 2008, Kamera is obligated to pay back the cash advance in full plus an amount equal to an annual interest rate of 12 percent compounded daily, by June 30, 2008. The cash advance is also collateralized by Kamera's source code and a substantial number of Kamera's shares.