ViewCast to Acquire Assets of Ancept

PLANO, Texas and BLOOMINGTON, Minn., March 5 /PRNewswire-FirstCall/ -- ViewCast Corporation (BULLETIN BOARD: VCST) , a developer of industry-leading hardware and software for the transformation and delivery of professional quality video over broadband and mobile networks, and Ancept Media Server, LLC, a pioneer in digital asset management solutions, today announced the signing of an asset purchase agreement dated March 5, 2009 whereby ViewCast will purchase the assets of Ancept. The combined company will have an expanded global business presence and offer a complete set of solutions for the transformation, management and delivery of live and on-demand video content to broadband and mobile networks.

ViewCast President and CEO Dave Stoner said the acquisition substantially increases the size of the Company's market opportunity and represents a key step forward in ViewCast's strategy to increase its presence beyond live video streaming, to address the broader market for production and management of digital media content. The combined company should benefit from a broadened customer base and product offerings to include integrated digital media management solutions for large and small customers across numerous disciplines.

Ancept develops software solutions to manage and automate media, from production to scheduling, editing, processing and content distribution. Ancept Media Server leverages the power of IBM Filenet and IBM Content Manager to deliver scalable digital media management solutions that automate complex media workflows. These solutions enable Ancept's customers to save operating costs while scaling their media management applications.

Stoner added, "Ancept brings a proven and mature content management platform, which combined with IBM asset management technology, has attracted top-notch customers. This acquisition is a strategic step towards expanding the size and capabilities of ViewCast while broadening our market and bringing a comprehensive, integrated solution to our respective customer bases.

"This acquisition combines two best-of-breed technologies in one of the markets still expanding today, creating a larger company with potential for an increased rate of future growth. The combination will provide participants in the digital media marketplace with what they want--an integrated provider and one-stop solution for all their video management needs," Stoner said. "The rapid expansion of these markets, especially toward high definition, more powerful and reliable performance, and greater ease of use, has underscored the need for structured, secure and scalable content management solutions delivered comprehensively, from one trusted provider. With the addition of Ancept, we can now very capably fill that role."

ViewCast expects to close the Ancept transaction by March 13, 2009. ViewCast will maintain the operations for the Ancept products in Bloomington, MN, and other locations. Under terms of the asset purchase agreement, ViewCast will purchase the Ancept assets, including all of its operating assets, fixed assets, contracts, customer lists and intellectual property for a combination of $1.17 million in cash payments, issuance of $400,000 of restricted ViewCast common stock, and the assumption of certain liabilities as outlined in the terms of the agreement and subject to final purchase price adjustments. ViewCast's purchase of the Ancept assets remains subject to the agreement's terms and conditions and there can be no assurance that the transaction will be consummated on the present terms. In addition to the consideration described above, if within two years of closing a volume OEM or VAR agreement for an Ancept product is entered into with either one of two specified entities, ViewCast will issue $100,000 of restricted ViewCast common stock. ViewCast has also agreed for each of the first and second twelve month periods after the close, if net revenue relating sole to the earn-out business exceeds $2 million, ViewCast will make an earn-out payment equal to 5 percent of the net revenue in excess of $2 million.

Warrant Exercise

H. T. Ardinger, a principal shareholder of ViewCast, and the Ardinger Family Partnership, Ltd. agreed on February 27, 2009 to exercise an outstanding warrant to purchase 2,500,000 shares of ViewCast common stock at an amended exercise price of $0.376 per share on or before March 5, 2009. It is anticipated that the proceeds of $940,000 from the warrant exercise will be utilized for the Ancept asset acquisition.

The common stock offered to Ancept and the warrant and the warrant shares acquired by the Ardinger Family Partnership have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.

This notice shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

About ViewCast

ViewCast develops industry-leading hardware and software for the transformation and delivery of professional-quality video over IP and mobile networks. ViewCast's award-winning solutions simplify the complex workflows required for the Web-based streaming of news, sports, music, and other video content to computers and mobile devices, empowering broadcasters, businesses, and governments to reach and expand their audiences easily and effectively. With more than 300,000 video capture cards deployed globally, ViewCast sets the standard in the streaming media industry. ViewCast Niagara streaming appliances, Osprey video capture cards, and Niagara SCX encoding and management software provide the highly reliable technology required to deliver the multiplatform experiences driving today's digital media market.

ViewCast (http://www.viewcast.com/) is headquartered in Plano, Texas, USA, with sales and distribution channels located globally. ViewCast, Osprey, Niagara, Niagara SCX, GoStream, SimulStream, and EZStream are trademarks or registered trademarks of ViewCast Corporation or its subsidiaries. All other trademarks appearing herein are the property of their respective owners.

About Ancept

Originally founded in 1997, Ancept is an early pioneer of digital asset management (DAM) solutions. Over the last eight years, Ancept Media Server has been established as one of very few DAM solutions capable of supporting the needs of large enterprises, while remaining flexible and affordable enough to serve the needs of small to medium businesses. Fortune 1000 companies, educators, small businesses and public sector organizations have chosen Ancept to help meet their media production, management and distribution needs.

Safe Harbor Statement

Certain statements in this release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and reflect the Company's current outlook. Such statements apply to future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, changes in market and business conditions, demand for the Company's products and services, technological change, the ability of the Company to develop and market new products, increased competition, the ability of the Company to obtain and enforce its patent and avoid infringing other parties' patents, changes in government regulations and whether the above-described acquisition of Ancept's assets is consummated. All written and verbal forward-looking statements attributable to ViewCast and any person acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth herein. ViewCast does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statements are made. For a detailed discussion of these and other cautionary statements and factors that could cause actual results to differ from the Company's forward-looking statements, please refer to the company's reports on Form 10-K and 10-Q on file with the U.S. Securities and Exchange Commission.

ViewCast Contact: Jeff Kopang,Vice President of Marketing Laurie Latham, CFO Tel: [phone] E-mail: [e-mail] PR Agency Contact: Jessie Glockner Rainier Communications Tel: [phone] x140 E-mail: [e-mail] Investor Contact: Matt Clawson Allen & Caron Tel: [phone] E-mail: [e-mail]