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Aftermarket Enterprises, Inc. (OTCBB: AFTM) today announced that it has acquired AllDigital, Inc. ("AllDigital"), an Irvine based technology company, in a tax-free reverse merger transaction (the "Merger"), and simultaneously closed a private placement of over $1,000,000. AllDigital offers technology and turnkey solutions that enable the secure transport of digital media to multiple connected devices simultaneously.
According to Gartner, the market for cloud-based services is estimated to grow from $47 billion today to $74 billion by 2014.
"These transactions enable AllDigital to pursue a series of significant opportunities for the company and its shareholders", commented Paul Summers, CEO/President of AllDigital. "We now have the platform and additional resources to fund the development of new technologies and solutions, expand our sales and marketing efforts, seek acquisitions and strategic opportunities with a public currency, as well as attract world-class employees and board of directors."
Founded in August 2009, AllDigital has developed a digital service platform branded as Media i/o. AllDigital's Media i/o provides a centralized data storage and application processing platform that provides control and security over digital media assets (such as video, applications, and cloud-based processes). Key features of Media i/o include: origin application management, data storage, ability to run custom applications, entitlement, security, reporting/analytics, quality of service monitoring, and technical support. Clients of AllDigital include Rogers Communications, Miramax, AEG Digital Media, SC Johnson, and Lenco Mobile, among others.
AllDigital's three founders exchanged 100% of their holdings in AllDigital for 18 million shares of common stock in, and control of, Aftermarket in connection with the Merger.
Concurrent with the Merger, Aftermarket announced the closing of a private placement of approximately 2.1 million units of its securities to qualified accredited investors for total gross proceeds of approximately $1.05 million. The private placement included the conversion of $500,000 in bridge financing raised by AllDigital, Inc. in connection with the transactions. Each unit of the private placement was valued at $.50, and consisted of two shares of the common stock of Aftermarket and one warrant. Each warrant entitles the holder to purchase one share of common stock for a three-year period at an exercise price of $.50 per share, and is callable by the company under certain terms and conditions.
As a result of the Merger and the offering, Aftermarket now has a total of approximately 25.3 million shares of stock issued and outstanding, and the officers and directors of AllDigital became the officers and directors of Aftermarket at closing.
AllDigital's executive management team has extensive digital media industry experience, success in founding and successfully selling privately held and publicly traded digital media companies, longstanding industry relationships, and experience serving in multiple executive capacities.
The name of the company will continue to be Aftermarket, and the trading symbol "AFTM" until the company completes and files with the SEC an information statement related to a name change to "AllDigital". This process is expected to take approximately 60 days.
The securities sold in the private placement have not been registered under the Securities Act of 1933 and may not be resold absent registration under or exemption from such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
Safe Harbor Statement
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, the risk that the company new business will not expand as projected for a number of potential reasons, including the existence of competing businesses (including in-house groups of larger corporations) with significantly more resources and access to capital; the risk that the company will not be able to attract experienced employees, directors and consultants as a result of the early stage of its development and associated risks; and the risks that a market will not develop for the company's common stock and that, if it develops, it will involve low volume of trading, low prices and high volatility. Additional risks will be identified in the company future filings with the SEC. We do not undertake to update these forward-looking statements made by us.
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