Assignment 2 - Team Assignment

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Assignment 2: Team

Assignment
Ben Elson, Kate Gould, and Daniel Walsh
ACC20013: Company Accounting
20/01/21
Assignment 2: Team Assignment

Executive Summary
This report explores the company backgrounds of Telsta Ltd, Ooyla Ltd, Videoplaza Ltd and Nativ Ltd to
give background information about what each of the company’s industries are but also to provide relevant
information for the rest of the report.
Using the AASB standards, the step acquisition of Ooyala in 2014 is explored and includes financial
information for Telstra’s annual report, to detail the steps toward Telstra receiving a 98% controlling interest
in Ooyala.
The treatment of goodwill is explored using AASB standards 1013, 138 and 3. The report details the
goodwill gained in the acquisition of Ooyala in 2014. It then explores how the acquisition of Videoplaza Ltd
and Nativ Holdings Limited in 2015 effects the goodwill gained from the initial acquisition of Ooyala as
goodwill is re-evaluated yearly.
The sale of Ooyala in 2019 is discussed and Ooyala’s financial losses in 2016 and 2017 are discussed as
reasons behind the sale. Lastly, the report analyses the usefulness of financial statement information in
general terms but also regarding the financial information explored in this report.

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Assignment 2: Team Assignment

Table of Contents
Executive Summary........................................................................................................................................................2
1. Introduction................................................................................................................................................................. 4
2. Company Backgrounds...............................................................................................................................................4
2.1 Telstra....................................................................................................................................................................4
2.2 Ooyala...................................................................................................................................................................4
2.3 Videoplaza.............................................................................................................................................................4
2.4 Nativ......................................................................................................................................................................5
3. Step Acquisition of Ooyala.........................................................................................................................................5
4. Treatment of Goodwill on Acquisition........................................................................................................................6
5. Sale of the Ooyala Holding Team...............................................................................................................................6
6. Usefulness of Financial Statement Information...........................................................................................................7
7. Conclusion.................................................................................................................................................................. 7
8. Appendix..................................................................................................................................................................... 8
8.1 Snap Ltd at 1 September 2019...............................................................................................................................8
8.2 Team Charter.......................................................................................................................................................10
Team name................................................................................................................................................................ 10
Team members..........................................................................................................................................................10
Team goals................................................................................................................................................................ 10
Team SWOT.............................................................................................................................................................10
Allocation of work....................................................................................................................................................11
Meetings....................................................................................................................................................................11
Agreed team behaviours............................................................................................................................................11
Team member sign-off..............................................................................................................................................11
8.2 Teamwork Self-Reflection and Evaluation..........................................................................................................12
9. Reference List...........................................................................................................................................................13

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Assignment 2: Team Assignment

1. Introduction
This report examines the acquisition and sale of Ooyala by Telstra Ltd between the years of 2014 and 2019.
It will delve into the company backgrounds of Telstra, Ooyala and Ooyala’s own acquisitions, Videoplaza
and Nativ. It will explore the acquisition of Ooyala in accordance with the AASB standards and explain
how the acquisition was completed over several months in 2014.
The report will also examine the treatment of goodwill under AASB standard 1013 and how goodwill was
affected by the acquisitions of both Videoplaza Ltd and Nativ Ltd by Ooyala. The sale of Ooyala by Telstra
Ltd in 2019 and what contributed to the decision to sell will also be explored.
The report ends with a discussion about the usefulness of Financial Statements to the shareholders of Telstra
Ltd.

2. Company Backgrounds
2.1 Telstra
In 1956, the first telegraph line was built between Melbourne and Williamstown. In 1976, Alexander
Graham Bell invents the first telephone and by 1978 the first long distance call trials were conducted.
With a mission statement, ‘Proud past, brilliant future’, Telstra have become Australia’s leading
telecommunications and technology company. Telstra provides 18.8 million retail mobile services, 3.8
million retail fixed bundles and standalone data services and 960,000 retail fixed standalone voice services.
The Australian Postmaster-General’s department was established in 1901 to manage all telephone, telegraph
and postal services. In July 1975, the Australian Telecommunications Commission, Telecom Australia, was
created as a separate entity following the breakup of the Postmaster-General’s Department. When Telstra’s
competitor, Optus, entered the market in 1991, the Australian telecommunications market was liberalised. In
1992, the Overseas Telecommunications Commission and Telecom Australia merged to become the
Australian and Overseas Telecommunications Corporation Limited (AOTC). This merged entity became
Telstra Corporation Limited in 1993 with the domestic trading name, Telecom Australia, was changed to
Telstra in 1995.

2.2 Ooyala
In 2007, a company that develops and provides a flex media platform for content creators and distributors,
called Ooyala, was founded. Ooyala was once a successful and rapidly growing ad tech company in Silicon
Valley.
In 2014, Telstra acquired Ooyala for $500 million. They had grand plans to grow Ooyala into a multi-
billion-dollar company. With the acquisition of, Videoplaza and Nativ, Ooyala became the distribution and
monetisation engine for Walmart’s streaming service, Vudu.
Unfortunately, Ooyala had peaked. Due to 2 untimely business decisions, Telstra made the decision to write-
down Ooyala. The ad tech business was sold to AT&T and the remainder of the business was sold back to
the founders.
Ooyala was then sold off to one of its main competitors, Brightcove, in 2019 for $15 million. The merge
with Brightcove now sees Ooyala continuing to pave a path forward for their customers and compete against
the largest media conglomerate, Disney.

2.3 Videoplaza
Videoplaza is a provider of an advertising serving platform. This platform is used by a global client base to
monetise video experiences on computers, mobile devices, tablets and televisions. Videoplaza started as an
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Assignment 2: Team Assignment

idea in the shower and was founded by Dante Buhay and Alfred Ruth in 2007. ‘To empower broadcasters
and video publishers to build profitable and sustainable businesses in the internet-delivered TV world’ is the
mission statement for Videoplaza.
Videoplaza now has 100 employees with 8 offices and generates $5.7 million in revenue. Historically they
have generated $26 million in funding. According to G2 stack, Videoplaza uses 13 technology products and
services. Videoplaza, in 2014, became one of Ooyala’s first acquisitions under the Telstra banner.

2.4 Nativ
Nativ is a cloud-based media logistics and workflow platform that was founded in 2001. Nativ is an
international EPS-contractor with unparalleled expertise in helping technology companies across sectors
realise the benefits of manufacturing and sourcing in Asia. With many years’ experience operating in Asia,
Nativ is headquartered in Taiwan, a world leader in the production of high-quality technology hardware.
MioEverywhere, Nativ’s modular suite of media production, post-production, delivery and syndication
workflow software, redefined end-to-end media management for data driven, multiscreen world. After the
acquisition by Ooyala, Nativ continues to operate as a stand-alone new line of busines under the Ooyala
brand.

3. Step Acquisition of Ooyala


According to AASB (which standard), for each business combination, which is to measure the identifiable
assets acquired and the liabilities assumes, the acquirer must use the acquisition method. The acquisition
method consists of four key steps:
1. Identify the acquirer.
2. Determine the acquisition date.
3. Recognise and measure assets, liabilities, and contingent liabilities.
4. Recognise goodwill which is the difference between total net fair value of assets less acquisition price
paid.
Telstra acquired Ooyala in two stages. Former boss, David Thodey, spent over $500 million on the US-
based technology company. In the initial stage, Australian Telco Telstra bought 23 per cent stake in the
company valued at $64 million. As it did not meet the AASB 128: ‘Investments in Associates and Joint
Ventures’, criteria for equity accounting as an associate, the investment was accounted for as an available
for sale investment. On 1 July 2014, the existing investment was remeasured at fair value, under AASB 9:
‘Financial Instruments, with subsequent changes to be recorded through profit and loss’.
Immediately before the acquisition of the additional shares, the investment was revalued. The income
statement showed a $6 million gain. The total consideration for Ooyala was reported as $364 million with
$72 million as a noncash consideration. This included $70 million, representing the fair value of the existing
investment, as well as an employee cash incentive plan replacing the existing shared based payments plan of
$2 million. The gross contractual amount collected was $39 million, this was the fair value of trade and
other receivables.
On 11 August 2014, Telstra completed the negotiations and took over the operations of Ooyala now owning
98 per cent of shares. The income statement reports that the costs incurred in completing this transaction
amounted to a total of $1 million.
Since the merge, Ooyala has operated as a wholly owned subsidiary of the Australian telecom firm. This
meant that the management and exec team stayed intact and continued to operate out of its headquarters in
Silicon Valley. Ooyala has contributed income of $49 million, and a loss of $65 million before income tax
expense since the date of acquisition.
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Assignment 2: Team Assignment

4. Treatment of Goodwill on Acquisition


Following the standards set out in AASB 1013 Accounting for Goodwill (AASB 1013), at the date of
acquisition purchased goodwill must be recognised as a non-current asset as it is likely that future benefits
will be gained from unidentified assets received in a business combination. From this point, goodwill must
be amortised as an expense at a company’s reporting date where future benefits have been calculated as lost
or unlikely to be obtained.
On 30 September 2014, Ooyala Holdings Inc. purchased shares in Ooyala Inc, both of which are controlled
entities of Telstra, resulting in Ooyala Holding Inc. owning all available shares in Ooyala and their
controlled entities. The purchase consideration of $364M caused goodwill on acquisition to amount to
$317M, which Telstra has declared will be used to develop an integrated software business moving into the
future (Telstra Annual Report 2015).
Telstra’s controlled entity, Ooyala Holdings Inc., continued to purchase shares, and on 20 October 2014
bought 100 per cent of Videoplaza AB and the entities it controlled for $79M. Goodwill gained from the
acquisition totalled $72M, where estimated future economic benefits will be received from the entry to the
video advertising market and new organisational area of advertising (Telstra Annual Report 2015).
On 29 June 2015, the newly acquired entity of Telstra, Videoplaza Limited, purchased 100 per cent of shares
in Nativ Holdings Limited and its subsidiaries for $77M, resulting in $58M goodwill on acquisition. The
treatment of goodwill refers to Telstra’s controlled entities Ooyala, Videoplaza, and Nativ’s ownership of
content distributors, who can control audiences and the content they view online, giving benefit to what
advertising is shown (Telstra Annual Report 2015).
Telstra have declared that goodwill gained on the above acquisitions are not expected to be deductible for
income tax purposes. Following AASB 138 Intangible Assets (AASB 138) and AASB 3 Business
Combinations (AASB 3), goodwill is represented at fair value at the date of acquisition. The valuations
relate to Telstra and their expectations of gaining future economic benefits and are uncertain in the amounts
and timeliness of benefits received.
The goodwill acquired by Telstra and its controlled entities are distributed to their relevant cash generating
unit (CGU) and impaired annually or on recognition of a situation leading to a loss. After the acquisitions by
Ooyala, the Ooyala Holdings Group CGU was created to consolidate financial information and to allow
impairment testing, which at the end of the financial year reported a $246M goodwill impairment loss due to
business performance and changing dynamics in the intelligent video market (Telstra Annual Report 2016).
In December 2017 Telstra assessed the Ooyala Holdings Group CGU for impairment and recorded a
goodwill loss of $276M, requiring the remaining total to be written down to zero, due to changes in the
market and challenges in the business (Telstra Annual Report 2018).
5. Sale of the Ooyala Holding Team
During Telstra’s 2018 annual company meeting, shareholders were informed by CEO Andy Penn that the
recent acquisition of video streaming organisation Ooyala had now been sold due to restructuring. Initially
costing over $500M at the time of purchase, Telstra reported impairment losses of Ooyala at $246M in 2016
(Telstra Annual Report 2016) and $276M in December 2017 (Telstra Annual Report 2018), resulting in the
value of the business being zero (Mason 2018).
The buyout was completed for an undisclosed amount by the current management team of Ooyala, with
Telstra noting they will continue to remain a customer of their services. The acquisition will consist of all
assets of Ooyala, the management team and employees, with Telstra gaining financial benefits in return if
Ooyala issue dividends or sell the company onwards (Dreier 2018).
Ooyala had been forecast as a fast-growing technology provider by Ooyala CEO Jay Fulcher, who in 2015
suggested that Telstra had invested in a company with billion-dollar potential. In what may have been
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Assignment 2: Team Assignment

proven wrong months later, the CEO was removed of his position, with key employees also deciding to exit
the business, paired with losses of key clients such as ESPN and NBC, Ooyala soon lost value (Whitefield
2018).
Attributable to the losses incurred by Ooyala were the choices made in business direction, as technology
moved towards the mobile industry, Ooyala continued to develop its services using Adobe Flash, a PC based
program. During this time a competitor, Brightcove, were developing a mobile based service which would
eventually become the norm. In 2019, Ooyala sold its online video platform to Brightcove for $15M, with
no disclosures of profits attributable to Telstra (Weissbrot 2019).
On 30 June 2019 Telstra reported complete disposal of their ownership in both controlled entities Ooyala
AB and Ooyala Inc., while increasing ownership of Ooyala Holdings Inc. to 100 per cent (+3%) through
equity contributions during the financial year (Telstra Annual Report 2019). At the end of the 2019/20
financial year, Ooyala Holdings Inc. had completely been disposed of and derecognised as an investment by
Telstra (Telstra Annual Report 2020).

6. Usefulness of Financial Statement Information


Maurice Moonitz believed that financial statements are useful because ‘quantitative data are helpful in
making rational economic decisions’ (Moonitz in Pankoff & Virgil 1970, p. 269). This is true for managers,
businesses and shareholders as each group need to make rational economic decisions. Pankoff and Virgil
(1970, p. 270) believe that financial statements should not solely be measured on how they reflect the past
but by the extend that the past can reveal the future. They acknowledged that users are not interested in the
past of a businesses financial position, they are interested in how past performance may affect future
performance (Pankoff & Virgil 1970, p.270).
Businesses in Australia are required to present their financial statements in a particular way per AASB 101
(Australian Accounting Standards Board 2018). This is to make financial statements less daunting and
easier for users to read and understand. However, for financial statements to be useful to shareholders and
other users, a basic level of financial understanding is required. The more understanding a shareholder has,
the more they are able to ‘measure their return on investment, compare performances among competing
firms’ and assess the future potential of a company (Bettner 2014, p. 5).
The usefulness of the financial statement information and analysis above is to provide shareholders an
insight into the decisions made by Telstra Ltd regarding the acquisition and selling of Ooyala. It provides
shareholders a breakdown of what occur financially during this period and how that has affected not only the
company’s financial position but also the investment that the shareholders have made in Telstra.
Using the financial statements, this report has been able to explain and analysis the acquisition and selling of
Ooyala and the acquisitions of Videoplaza Ltd and Nativ Ltd to shareholders. This report helps shareholders
understand the financial decisions and effects of the acquisitions and selling of Ooyala and its subsidiaries to
better inform them. It is not only a company’s responsibility to preparation financial statements of internal
and external users for decision making, but also so the directors can ‘discharge their accountability’ for
management of company resources and subsidiaries (Leo et al. 2015, p. 689).

7. Conclusion
This report has explored the company backgrounds of Telsta Ltd, Ooyla Ltd, Videoplaza Ltd and Nativ Ltd.
Using the AASB standards, it has detailed and explored the step acquisition of Ooyala in 2014. The
treatment of goodwill was explored using AASB standard 1013, in 2014 with the acquisition of Ooyala and
then again in 2015 with the acquisition of Videoplaza Ltd and Nativ Holdings Limited. Finally, it explored
the sale of Ooyala in 2019 after financial losses in 2016 and 2017 and analysed the usefulness of financial
statement information in general terms but also regarding the financial information explored in this report.

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Assignment 2: Team Assignment

8. Appendix
8.1 Snap Ltd at 1 September 2019
Acquisition Analysis
Cost of Combination – Acquiring Assets of Southern Pty Ltd
Description
Accounts Payable $ 24 800
Loans $ 41 200
Interest Accrued $ 22 800
Annual Leave Entitlements $ 13 000
Less Cash on Hand ($ 16 000)
Total Cash $ 85 800
Ordinary A Shares (60,000 ×2 ÷ 3× $ 2.16 FV ¿ $ 86 400
Ordinary B Shares (Artwork FV) $ 58 000
Lost Asset $ 230 200

FVINA Acquired
Description
Plant $ 112 000
Land $ 35 800
Accounts Receivable $ 44 800
Inventory $ 28 000
41 South Brand $ 10 000
FVINA $ 230 600

Gain
Description
Consideration transferred $ 230 200
Less FVINA $ 230 600
Gain $ 400

Journal Entries for Snap Ltd at 1 September 2019


Descriptions Debit Credit
Plant $ 112 000
Land $ 35 800
Accounts Receivable $ 44 800

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Assignment 2: Team Assignment

Inventory $ 28 000
41 South Brand $ 10 000
Payable to Southern Pty Ltd $ 230 200
Gain $ 400
(Acquisition of Southern Pty Ltd)

Artwork $ 18 000
Asset Revaluation Reserve $ 18 000
(Artwork Revaluation for business combination)

Payable to Southern Pty Ltd $ 230 200


Cash $ 85 800
Artwork $ 58 000
Share Capital $ 86 400
(Settlement of Amounts Owing to Southern Pty
Ltd)

Share Capital Issuing Cost $ 700


Cash $ 700
(Cost of issuing shares)

Acquisition expenses $ 1 300


Cash $ 1 300
(Legal and Accounting fees)

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Assignment 2: Team Assignment

8.2 Team Charter


Team charter
Team name
Team A

Team members
Please list the full name (first name and surname) of each team member.
Ben Elson
Kate Gould
Daniel Walsh

Team goals
Team goals Measure of success
Distinction standard submission Achieve a mark higher than 75%
Keep in constant contact about the assignment and
Regular team communication
discuss challenges and ideas
Each member is proud of the work they and others
Each member to contribute equally
have contributed
Team members will hold each other accountable
Ensure tasks are completed on time and will let others know if they need more time to
complete a task
Treat others how they would like to be treated and
Respect each team members opinions and one
clarify miscommunication before it gets out of
another
hand

Team SWOT
Consider your own strengths, weaknesses and ideal or preferred roles in a team, and share these with your
team members. Record them below.
Ideal/preferred
Team member Strengths Weaknesses
role/contribution
Research, structure,
Proof reading, any
Ben Elson proofreading, time Creativity, leadership
research role
management
Dyslexia so therefore
Organised, natural Happy with any role, I am
proofing reading my own
Kate Gould leader, efficient, great at quite good at executive
work, can be a bit of a
formatting summaries
perfectionist
Daniel Walsh
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Assignment 2: Team Assignment

Allocation of work
In this section describe how the team will carry out the work and how tasks will be divided (e.g. conduct of
research, writing, editing).
Task How work will be carried out and allocated
Research Carried out by everyone
Formatting Kate Gould
Writing Everyone, different sections of the assignment
Editing Ben Elson and Daniel Walsh

Meetings
Meetings are to be conducted through communication through WhatsApp as our schedules do not match up
to have traditional meetings. Communication regarding structure and team roles will be conducted before
Christmas. Communication in the lead up to the assignment being due will be daily to make sure all team
members are on task and completing our work on time. Team members will communicate on the day before
the assignment is due to finalise the report and make sure all team members agree with the final product
before submission.
Agreed team behaviours
The team agrees to abide by the following guidelines for team conduct:
Behaviour Plan of Action
We will encourage others to share ideas and listen
1. We will be open to sharing ideas
to every idea
2. We agree to complete allocated tasks within the We will regular check in with others to issue we
agreed timeframe are all on track
3. We will all contribute We will split the work as evenly as possible
4. Establish roles within teams to make group We will establish each person's role for the
workflow easily assignment
5. Team members to update the group if they are
We will regularly communicate via WhatsApp
struggling on their task or cannot make a meeting

Team member sign-off


Sign-off is required after the initial completion of the team charter.
Team member Sign-off

Ben Elson ☒
Kate Gould ☒
Daniel Walsh ☒

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Assignment 2: Team Assignment

8.2 Teamwork Self-Reflection and Evaluation


SECTION C: Teamwork self-reflection and evaluation

1. Rate your team participation using the following rating scale:


Team participation criteria 1 Always 2 Sometimes 3 Rarely
I shared my ideas and answers with my
team
I asked questions when I did not
understand something
I helped others to understand when they
had problems
I tried to make people feel comfortable
working in the team
I stayed on the assigned task
I tried to find out why I did not agree with
someone else

2. Rate your team participation using no more than 10 words:

a. In my team, I am good at …
b. Next time I will try to be better at ...
c. I learned from the team …
d. Other team members learned…from me that they probably would not have learned working alone.
e. Suggest one change the team could make to improve its performance: …
f. I feel my team was …

3. Rate your team and other members:   

1
  2 3 4
Extremely
Well Adequately Poorly
well
Overall, how efficiently did
the team work together on this
assignment? 
  None One Two Three
How many team members failed to
X
participate actively most of the time? 
How many team members failed to fully
X
prepare for the activity? 

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Assignment 2: Team Assignment

9. Reference List
Australian Accounting Standards Board 1996, Accounting for Goodwill AASB 1013, Australian Accounting
Standards Board, viewed 8 January 2021,
<https://www.aasb.gov.au/admin/file/content102/c3/AASB1013_6-96.pdf>.
Australian Accounting Standards Board 2007, Business Combinations AASB 3, Australian Accounting
Standards Board, viewed 8 January 2021, <https://www.aasb.gov.au/admin/file/content105/c9/AASB3_07-
04_COMPapr07_07-07.pdf>.
Australian Accounting Standards Board 2015, Intangible Assets AASB 138, Australian Accounting
Standards Board, viewed 8 January 2021,
<https://www.aasb.gov.au/admin/file/content105/c9/AASB138_08-15_COMPoct15_01-18.pdf>.
Australian Accounting Standards Board 2015, Presentation of Financial Statements AASB 101, Australian
Accounting Standards Board, <https://www.aasb.gov.au/admin/file/content105/c9/AASB101_07-15.pdf>.
Bettner, M 2014, Using Accounting and Financial Information: Analyzing, Forecasting and Decision-
Making, Business Expert Press, Ebook Central (ProQuest).
Dreier, T 2018, ‘Ooyala Management Buys Company from Telstra, Price Undisclosed’ Online Video News,
viewed 15 January 2021, <https://www.streamingmedia.com/Articles/ReadArticle.aspx?
ArticleID=127999>.
Leo, K, Knapp, J, McGowan, S & Sweeting, J 2015, Company Accounting, 10th edn, John Wiley & Sons,
Milton, Queensland.
Pankoff, L & Virgil, R 1970, ‘On the Usefulness of Financial Statement Information: A Suggested Research
Approach’, Accounting Review, vol. 45, no. 2, p. 269 – 272.
Telstra Corporation Limited, Telstra Annual Report 2015, viewed 8 January 2021,
<https://www.telstra.com.au/content/dam/tcom/about-us/investors/pdf%20D/telstra-annual-report-
2015.pdf>.
Telstra Corporation Limited, Telstra Annual Report 2016, viewed 8 January 2021,
<https://www.telstra.com.au/content/dam/tcom/about-us/investors/pdf%20F/FY16-Annual-Report-single-
pages.pdf>.
Telstra Corporation Limited, Telstra Annual Report 2018, viewed 8 January 2021,
<https://www.telstra.com.au/content/dam/tcom/about-us/investors/pdf%20F/2018-Annual-Report-
singlepages.pdf>.
Telstra Corporation Limited, Telstra Annual Report 2019, viewed 8 January 2021,
<https://www.telstra.com.au/content/dam/tcom/about-us/investors/pdf%20F/2019-Annual-Report-
singlepages.PDF>.
Telstra Corporation Limited, Telstra Annual Report 2020, viewed 15 January 2021,
<https://www.telstra.com.au/content/dam/tcom/about-us/investors/pdf%20F/2020-Telstra-Annual-Report-
singlepages-accessible.pdf>.
Weisbrott, A 2019, ‘After A Bumpy Road, Ooyala Sells Video Platform to Brightcove For $15 Million’
viewed 15 January 2021, < https://www.adexchanger.com/platforms/after-a-bumpy-road-ooyala-sells-video-
player-to-brightcove-for-15-million/>.
Whitefield, P 2018, ‘Telstra Drops Video Streaming Technology Provider Ooyala’, The Deal, viewed 15
January 2021, <https://global-factiva-com.ezproxy.lib.swin.edu.au/ga/default.aspx>.

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