ViXs Systems Inc. announces proposed going public transaction

TORONTO, April 19, 2013 /CNW/ - ViXS Systems Inc. ("ViXS") is pleased to announce that it has entered into a letter of intent with Windsor Capital Advisors and W7 Acquisition Corp. ("W7" TSX Venture Exchange: WSV.P) to complete a going public transaction for ViXS (the "Proposed Transaction").  The Proposed Transaction will proceed by way of an amalgamation of W7 with a wholly-owned subsidiary of ViXS ("ViXS Subco") under the Canada Business Corporations Act (the "Amalgamation") and will constitute W7's "Qualifying Transaction" under the policies of the TSX Venture Exchange. 

In conjunction with, and prior to the closing of the Proposed Transaction, ViXS intends to complete a brokered private placement of subscription receipts of ViXS Subco (the "Private Placement"), to be co-led by GMP Securities L.P. and Stifel Nicolaus Canada Inc., together with a syndicate of agents including BMO Capital Markets, Cormark Securities Inc. and Byron Capital Markets Ltd.  Purchasers of subscription receipts pursuant to the Private Placement will ultimately receive freely tradeable common shares of ViXS once the company becomes public.

Sally J. Daub, President and Chief Executive Officer of ViXS, said, "ViXS was founded in 2001 and since then it has matured into a leading semiconductor company with a comprehensive portfolio of products to meet the diverse needs of the global media industry. We are extremely excited about the Company's prospects and believe the time has come to take ViXS public."

It is anticipated that the board of directors of ViXS post-Amalgamation will consist of the five current directors of ViXS.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement in respect of the Amalgamation, regulatory approvals, Exchange acceptance, receipt of approval for listing on the TSX, shareholders of W7 approving, among other things, the Proposed Transaction and approvals of shareholders of ViXS necessary to facilitate the Proposed Transaction.

About W7 Acquisition Corp.

W7 is a capital pool company governed by the policies of the Exchange. W7's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange.

About ViXS Systems Inc.

ViXS is the semiconductor pioneer in designing and developing high-performance media solutions for the consumer electronics and video service provider industries.  With over 390 patents issued and pending worldwide, ViXS has been recognized with a number of industry awards for innovation. ViXS is the world leader in transcoder deployments with over 40 million shipments to date, and still growing.

ViXS has a comprehensive portfolio of products to meet the diverse needs of the global media industry.  Portfolio highlights include the most advanced dense transcoder available for cloud-based solutions, as well as SoC's for home devices capable of doing the most simultaneous number of HD streams in the industry.  Moreover, ViXS is the only company to have integrated transcoding and Multimedia over Coax Alliance (MoCA) technologies to create the lowest-cost media gateway capable of delivering premium content to consumer IP devices, such as the iPad, inside and outside of the home.

ViXS has three primary product lines: XCode, XCodePro and XConnex.  The XCode family of media processors range from stand-alone transcoding chips to full SoC solutions, each capable of handling from one to four simultaneous HD-to-HD transcodes.  XCodePro products address the professional enterprise market and are being deployed today for cloud-based media streaming services.  The XConnex product line is for communications devices, including MoCA 1.1 and 2.0 solutions.   Additionally, ViXS customers are provided with a robust software development kit known as Xtensiv. 

ViXS is headquartered in Toronto, Canada with global operations and offices in Europe, Asia and North America.  For more information on ViXS, visit our website: www.vixs.com.

VIXS^™, the ViXS^® logo, XCode^®, XCodePro™, XConnex™ and Xtensiv™ are trademarks and/or registered trademarks of ViXS. Other trademarks are the property of their respective owners.

SOURCE: ViXS Systems Inc.

Donna Wong, Tel: [phone], E-mail: [email protected]