TORONTO, Nov. 17, 2015 /CNW/ - Imperus Technologies Corp.
("Imperus" or the "Company") (TSX-VENTURE: LAB,
Frankfurt: ISX, Frankfurt WKN:
A12B58) is pleased to announce that on November 16, 2015 (the "Closing Date") it
completed its previously announced acquisition (the
"Acquisition") of all of the issued and outstanding shares
of the social gaming company Akamon Entertainment Millennium, S.L.
("Akamon") pursuant to a share purchase agreement dated
November 16, 2015 (the "Share
Purchase Agreement") between the Company, Akamon and the
shareholders of Akamon (the "Akamon Vendors"). As the result
of the Acquisition, Akamon is now a wholly-owned subsidiary of the
Company and the Company will continue to operate the Akamon
business as well as continue to operate the Company's existing
business lines. The Akamon management team will include the
existing Akamon senior officers.
James Lanthier, Imperus CEO,
commented: "We are thrilled to close the acquisition of
Akamon. We believe that Akamon and Diwip complement one another
strategically, in terms of technology, processes, people, and
games. We are eager to begin the process of optimizing our combined
business as we continue to grow and scale Imperus."
Vicenç Martí, Akamon CEO, commented: "My team and I are very
happy to join the Imperus organization. Adding our leadership in
Southern Europe and Latin America in social casino to the existing
North American customer base of Imperus is a step in the right
direction of creating the first truly global, publicly quoted
social casino company in the industry. We look forward to start
working with the Imperus team as of today."
Akamon Acquisition
The total adjusted purchase price for the Acquisition is
US$23,949,981 (the "Akamon Purchase
Price"), of which US$700,000 was
previously paid to the Akamon Vendors as a deposit. On the Closing
Date, the Company paid an aggregate amount
of US$20,750,790.79 in cash to the Akamon Vendors other
than Vicenç Martí and a company controlled by Martí
("Martí") (the Akamon Vendors, other than Martí, being,
the "Akamon Majority Vendors") and issued
4,538,297 common shares of the Company ("Common
Shares"), at a deemed issuance price of CAN$0.1671, to
Martí. The Company will issue an additional 11,382,150 Common
Shares at the same deemed issuance price to Martí within 15
days of the final determination of any post-closing adjustment to
the Akamon Purchase Price (the "Second Share Issuance")
and enter into a lock-up agreement with Martí. Pursuant to the
lock-up, one-third of the Second Share Issuance will be released on
January 16, 2017 and an additional
one-third of the Second Share Issuance will be released on
July 17, 2017. Martí will also be
entitled to an equalization payment, in cash or shares, in certain
circumstances, provided that in no event will Martí receive more
than 19,173,382 Common Shares in aggregate share consideration
under the Share Purchase Agreement.
US$500,000 (the "Escrow
Amount") of the Akamon Purchase Price was placed
into escrow pursuant to the terms of an escrow agreement
entered into with a third party escrow agent. The Escrow Amount
will be used to satisfy, among other things, any post-closing
adjustment to the Akamon Purchase Price payable by the Akamon
Majority Vendors.
For further details on the Acquisition, please see the Share
Purchase Agreement, which will be available under the Company's
profile on SEDAR at www.sedar.com.
Acquisition Facility
In conjunction with the Acquisition, the Company completed its
previously announced senior secured term loan financing in the
principal amount of US$28,000,000
(the "Acquisition Facility"). The net proceeds from the
Acquisition Facility were used by the Company to fund the closing
cash portion of the Akamon Purchase Price and certain related
expenses.
The Acquisition Facility was effected by way of an amendment and
restatement of the existing credit agreement dated January 30, 2015, as amended (the "Credit
Agreement"), between the Company, as borrower, the subsidiaries
of the Company, as credit parties, a syndicate of lenders, being
Sprott PC Trust, Third Eye Capital Credit Opportunities Fund –
Insight Fund and Third Eye Capital Alternative Credit Trust (the
"Lenders"), and the Lenders' administrative agent, Third Eye
Capital Corporation ("TEC"). The Acquisition Facility is
coterminous with the existing senior secured term loan facility in
the principal amount of US$39,000,000
(the "Existing Facility") under the Credit Agreement,
maturing on January 30, 2018, subject
to acceleration by TEC on certain events of default and the
Company's right to repay the Acquisition Facility under certain
circumstances and certain obligations of the Company to repay prior
to such maturity date. The Acquisition Facility (like the Existing
Facility) will bear interest at a rate of 12% per annum, payable
monthly.
As partial consideration for the Acquisition Facility, the
Company issued to the Lenders 15,000,000 non-transferrable
warrants, each entitling the holder thereof to purchase one Common
Share at a price of CAN$0.195 per Common Share at any time until
January 30, 2018, subject to early
acceleration in accordance with the policies of the TSX Venture
Exchange (the "TSXV"). These warrants are subject to a four
month hold period which expires on March 17,
2015.
Additionally, the Company amended the exercise price for the
existing 20,000,000 non-transferrable warrants issued by the
Company to the Lenders on January 30,
2015 to CAN$0.195 per Common Share and, in connection with
this amendment, these warrants are now subject to early
acceleration in accordance with the policies of the TSXV.
For further details on the Acquisition Facility, please see the
Company's press release dated November 4,
2015 and the amended and restated Credit Agreement, which
will be available under the Company's profile on SEDAR at
www.sedar.com.
About Imperus
Imperus Technologies Corp., the parent company of Diwip and
Akamon, is a developer of social and mobile gaming for PC, Mac, iOS
and Android platforms. Diwip and Akamon design, develop and
distribute their top ranked social casino-themed games within
online social networks (such as Facebook) and mobile platforms
(such as Android and iPhone). All of the Diwip and Akamon games are
free to play and generate revenue primarily through the in-game
sale of virtual coins.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
Caution Regarding Forward-Looking Information:
Certain statements in this press release may constitute
"forward looking statements" which involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward looking statements. When used
in this press release, such statements may use such words as "may",
"will", "expect", "believe", "plan" and other similar terminology.
These statements include, but are not limited to, statements with
respect to the future business and operations of the Company. These
statements reflect management's current expectations regarding
future events and operating performance and speak only as of the
date of this press release. The forward looking statements involve
a number of risks and uncertainties. These risks and uncertainties
include, but are not limited to, general economic, market or
business conditions and future developments in the sectors of the
economy in which the business of Imperus or Akamon operate. The
foregoing list of factors is not exhaustive. Please see the
Company's short form prospectus dated March
27, 2015, the Company's Annual Information Form dated
November 11, 2015 and other documents
available under the Company's profile on
www.sedar.com, for a more detailed description of the
risk factors. The Company undertakes no obligation to update
publicly or revise any forward looking statements, whether a result
of new information, future results or otherwise, except as required
by law.
SOURCE Imperus Technologies Corp.