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BayHill Capital Corporation Announces Execution of Letter of Intent to Merge With Yonder Media, Inc. to Build Internet Commerce Platforms for Rural Markets
| Source: BayHill Capital Corporation
SOUTH JORDAN, UT--(Marketwire - September 30, 2009) - BayHill Capital Corporation ("BayHill")
(OTCBB : BYHL ), today announced the execution of a letter of intent (LOI) to
merge with Yonder Media, Inc. ("Yonder Media"), a leading provider of
wireless broadband access exclusively for rural communities. Under the
merger agreement BayHill will issue shares of its common stock for all of
the issued and outstanding stock of Yonder Media. It is anticipated that
the current BayHill shareholders will own between 33% and 40% of the common
stock of BayHill following the transaction and prior to required additional
fund-raising. The merger will be effected concurrent with fund-raising
that will finance Yonder Media's next phase of expansion, which will
include both the acquisition of community-specific wireless broadband
suppliers, and the expansion of Yonder Media's operations in targeted
communities that currently lack a viable supplier.
If the LOI leads to a completed merger agreement, BayHill will issue up to
6,594,000 shares of its common stock to acquire all of the issued and
outstanding stock of Yonder Media. BayHill presently has 3,247,560 shares
of common stock issued and outstanding. If this transaction is completed,
the company would have 9,841,560 shares issued and outstanding prior to any
share issuances for future funding needs. It is anticipated that the name
of the Company will be changed to Yonder Media, Inc. which will be
reflective of the expanded business.
Bob Bench, CEO of BayHill, said, "We believe Yonder Media presents the
Company with a considerable value-building opportunity, and we are
impressed with the potential synergy with our Commission River Internet
business." Bench added, "In addition, this merger will allow present
management to continue building value and expanding the previously
announced oil and gas initiative in BayHill's separate, minority-owned
subsidiary, BayHill Energy Corporation."
Yonder Media Chairman & CEO Craig Vallarino commented, "Commission River's
powerful Internet commerce and affiliate marketing software provides us
with an important cornerstone as we grow our diversified broadband access
and Internet media business to serve rural consumers and businesses. The
combination will provide not only additional content for our subscribers,
but also local and national advertising, a platform for distance learning
and the rich, exciting entertainment that urban areas presently enjoy."
He added, "With this transaction, Yonder Media obtains a suite of Internet
marketing software tools designed to monetize media and advertising
opportunities. The addition of Commission River is key to Yonder Media's
overall growth strategy, which includes a series of acquisitions to access
new markets, increase its subscriber base and build its advertising and
e-commerce platforms tailored exclusively for homes and businesses in rural
America."
Expanding on this theme, Bob Bench added, "BayHill's merger with Yonder
Media represents an excellent combination for our wholly-owned subsidiary,
Commission River, with its affiliate marketing platform that can now be
expanded with the focused resources of Yonder Media's exciting growth
trajectory."
The agreement envisions that Yonder Media executives will head the Company
and that a reconstituted Board of Directors will be established effective
with closing of the merger. Vallarino states that Yonder Media intends to
expand employment, providing jobs and increased opportunities for rural
citizens.
Yonder Media intends to expand to more than 500 rural communities in 28
states from its current base of 22 rural markets in California and Nevada
where it provides consumers and businesses with cost effective broadband
Internet connections, its own brand of customized content, communication
services such as VoIP and the reliable, persistent connections for
endeavors such as online education.
About BayHill Capital Corporation
BayHill owns brands and operates companies related to Internet marketing
and product distribution. Commission River Corporation, BayHill's
wholly-owned subsidiary, helps product vendors and advertisers identify and
utilize effective marketing methods to find targeted customers. BayHill's
current brands and programs are used by thousands of web entrepreneurs who
market a variety of products through the Internet on behalf of advertisers.
For product advertisers, BayHill offers simplified access to a large
customer market through an expert selling channel.
BayHill's present management will continue to pursue a strategy of engaging
in the production, exploration, development, and acquisition of oil and gas
reserves in the Rocky Mountain Region of the Western United States through
BayHill's continuing minority interest in BayHill Energy Corporation.
About Yonder Media, Inc.
Yonder Media is the growing enhanced services provider exclusively
committed to enriching the lives of rural Americans through cost-effective,
wide reaching and dynamic wireless broadband services. Based in Reno,
Nevada, Yonder Media, through its operating company, Yonder Wireless, today
serves communities within the western United States. For detailed
information, visit: www.yondermedia.com.
Forward-Looking Statements
In addition to historical statements, the information set forth herein
contains forward-looking statements that involve a number of risks and
uncertainties that might adversely affect BayHill's operating results in
the future in a material way. Certain statements are based upon
assumptions as to future events that may not prove to be accurate. Such
risks and uncertainties apply to our current and prospective businesses and
include, without limitation: BayHill's ability to implement, and obtain
funding to carry out, its present business, the consequences of the
corporate restructuring, the possibility that the proprietary customer base
in our current business will not grow as management currently expects,
BayHill's possible inability to obtain additional financing, the possible
lack of producing agent growth in our current business, BayHill's possible
lack of revenue growth, products and services that generate increased
sales, BayHill's possible lack of cash flows, BayHill's possible failure to
hold, attract and keep key personnel, technological changes and the
possibility of increased competition, impact on capital markets by the
broad economic downturn, adverse drilling and exploration results. Many of
these risks are beyond BayHill's ability to forecast or control.