JERSEY CITY, N.J. and
WALNUT CREEK, Calif., Sept. 16, 2019 /PRNewswire/ -- SITO
Mobile Ltd. (NASDAQ: SITO) (the "Company" or
"SITO") an insights-driven Consumer Behavior and Location
Sciences™ company, and MediaJel, Inc. ("MediaJel"), a
leading provider of advertising and marketing solutions for the
cannabis industry, today announced that they have entered into a
definitive agreement pursuant to which SITO will acquire 100% of
the equity interests of MediaJel.
MediaJel provides state-of-the-art advertising solutions for the
digitally converged world, helping brands conquer and identify
fragmentation created by today's consumers researching buying
decisions on multiple fixed and mobile devices. MediaJel helps
brands influence decision-making at the individual level - not the
device level - and converge multiple identities to minimize waste,
maximize spend and significantly increase conversion rates.
MediaJel's primary focus is on the cannabis industry, a business
vertical primed for TV advertising. While the Federal
Communications Commission (FCC) prohibits cannabis advertisements
on network and cable television, such restrictions do not impact
over-the-top (OTT) streaming, the fastest growing segment of the
video industry.
"We feel extremely fortunate in acquiring the leadership and
proven talent in MediaJel, especially Jake
Litke, who is a highly regarded visionary leader within the
mobile and advertising industry and who founded and served as CEO
of Media Cannon, a mobile advertising company that he sold in
2010", said Tom Pallack, CEO of SITO
Mobile. "We believe the combination of our two companies will
provide for highly significant sales growth and product development
in a rapid time frame. MediaJel brings the added business dimension
to our world-class patent portfolio in streaming media as
well."
"The proposed combination represents a transformative event that
will allow MediaJel to achieve the next level of corporate growth
as we continue to incorporate critical services into the MediaJel
brand," said Jake Litke, CEO and
co-founder of MediaJel. "SITO has an extensive intellectual
property library, its sales team is impeccable, and its vendors and
clients are strategically positioned to accelerate growth patterns
between the two brands. Together, we have significant synergies,
particularly in the areas of video streaming and digital
advertising, creating a powerful and exciting combination."
"This is the ideal transaction to propel SITO forward,
leveraging our technology and expertise in location-based targeting
and combining our streaming video assets to reach nearly untapped
and rapidly growing markets," said Tom
Candelaria, EVP of Corporate Development for SITO.
"Together, the new MediaJel will bring unrivaled technology and
modern approaches tailored for brands looking to reach today's
mobile consumers."
Summary of Transaction
Under the terms of the proposed transaction, the shareholders of
MediaJel will exchange 100% of their shares of capital stock for
newly issued shares of common stock of SITO and MediaJel will
become a wholly owned subsidiary of SITO. At closing, the holders
of capital stock of MediaJel will receive an aggregate of
20,000,000 shares of SITO common stock, subject to adjustment in
certain events. As a result, assuming no events occur
requiring an adjustment and no other shares are issued by SITO
prior to the closing, the current shareholders of MediaJel and
current shareholders of SITO are expected to hold approximately 44%
and 56%, respectively, of the issued and outstanding shares of the
SITO following the closing of the transaction.
Jake Litke, the Chief Executive
Officer of MediaJel, and Jonathan
Black, the Chief Operations Officer of MediaJel, will
continue to run MediaJel after the transaction and will be
appointed as Chief Executive Officer and Chief Operations Officer,
respectively, of SITO upon consummation of the proposed
transaction. Gregg H.
Saunders, the current Chief Financial Officer of SITO, will
remain as Chief Financial Officer following the proposed
transaction. Tom Pallack,
SITO's current Chief Executive Officer, will transition to the role
of a consultant to the Company.
At the closing, SITO and the current MediaJel stockholders
expect to enter into a stockholders agreement pursuant to which the
MediaJel stockholders will have the right (subject to their
continued ownership of a certain number of the shares of SITO stock
acquired in connection with the merger) to appoint up to three out
of seven members of SITO's board of directors upon the closing and
to have such director designees nominated for reelection at the
2020 and 2021 annual meetings of SITO's stockholders.
The Boards of Directors of both SITO and MediaJel have
unanimously approved the proposed transaction. Completion of the
transaction, which is expected in the fourth quarter of 2019 or
first quarter of 2020, is subject to approval by the stockholders
of MediaJel and SITO and other customary closing conditions.
For additional information on the transaction, see SITO's
Current Report on Form 8-K, which will be filed promptly
and which will be available on the Securities and Exchange
Commission's website (http://www.sec.gov).
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg
Thalmann Financial Services Inc. (NYSE: LTS), acted as exclusive
financial advisor to MediaJel. Pepper Hamilton LLP acted as
legal advisor to SITO and Graubard Miller acted as legal advisor to
MediaJel.
Additional Information and Where to Find It
SITO intends to file a proxy statement and other relevant
documents with the Securities and Exchange Commission ("SEC") to be
used at its meeting of stockholders to approve the proposed
transaction with MediaJel. The proxy statement will be mailed to
stockholders as of a record date to be established for voting on
the proposed business combination. INVESTORS AND SECURITY HOLDERS
OF SITO ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT SITO, MEDIAJEL AND THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
free copies of the proxy statement and other documents containing
important information about SITO and MediaJel once such documents
are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov. Copies of the documents filed with the SEC
by SITO when and if available, can be obtained free of charge on
SITO'S website at www.sitomobile.com or by directing a written
request to SITO Mobile Ltd., The Newport Corporate Center, 100
Town, Square Place, Suite 204, Jersey
City, NJ 07310.
Participants in the Solicitation
SITO and MediaJel and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of SITO's stockholders in connection with
the proposed transaction. Investors and security holders may obtain
more detailed information regarding the names and interests in the
proposed transaction of SITO's directors and officers in SITO's
filings with the SEC, including its Form 10-K/A filed with the SEC
on April 30, 2019. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to SITO's stockholders
in connection with the proposed transaction will be set forth in
the proxy statement for the proposed transaction when available.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the proposed
business combination will be included in the proxy statement that
SITO intends to file with the SEC.
No Offer or Solicitation
This communication shall neither constitute a solicitation of
proxy, an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
About SITO Mobile, Ltd.
SITO (NASDAQ:SITO) is a leading mobile data technology
company that provides brands customized, data-driven solutions
spanning strategic insights and media campaign delivery services.
Through Consumer Behavior and Location Sciences™, SITO explores the
consumer journey and presents powerful strategic knowledge assets
and actionable insights for executives and strategic decision
makers looking to understand and influence consumer behaviors.
Brands and agencies rely on SITO as a strategic partner for
real-time understanding of customer movement, interest, action,
association, and experience, ultimately providing increased clarity
for better business decisions. SITO is headquartered in
Jersey City, New Jersey and its
common stock is publicly traded on the NASDAQ Stock Market under
the ticker symbol "SITO." For more information regarding SITO's
science, technology and solutions spanning media and research,
please visit www.sitomobile.com.
About MediaJel, Inc.
Founded in 2017, MediaJel provides advertising and marketing
solutions for the cannabis industry built with proprietary
technology and driven by data. Its team has vast experience from
the food and beverage and consumer packaged goods industries
matched with deep heritage in cannabis, hemp and ancillary space.
MediaJel activates comprehensive strategies fueled by a keen
understanding of its clients' unique audiences. By utilizing
proprietary technology and multiple data sets, MediaJel helps
brands build valued personal relationships with their target
consumers during their consideration and purchase journey. MediaJel
creates more than just trust and brand loyalty, it builds
communities one advocate at a time. For more information,
visit www.MediaJel.com.
Cautionary Statement Regarding Certain Forward-Looking
Information
This press release includes "forward looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
SITO's or MediaJel's management's control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among
others, that may affect actual results or outcomes include: the
inability to complete the proposed transactions; the inability to
recognize the anticipated benefits of the proposed transaction;
SITO's ability to meet the listing standards of the Nasdaq Stock
Market following the consummation of the proposed transaction;
unexpected costs, liabilities or delays related to the proposed
transaction; the parties' ability to execute on their respective
business plans; the effect of the announcement of the transaction
on the ability of MediaJel to retain and hire key personnel and
maintain relationships with customers, suppliers and others with
whom it does business, or on either party's operating results and
business generally; the parties' ability to identify and integrate
future acquisitions; the performance and security of the combined
company's services; potential litigation involving SITO or
MediaJel; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreement; and general economic and market conditions
impacting demand for the combined company's services. Other factors
include the possibility that the proposed transaction does not
close, including due to the failure to receive required security
holder approvals, or the failure of other closing conditions.
Additional risks and factors that may affect results are set forth
in SITO's filings with the SEC, including its Annual Report on Form
10-K filed with the SEC on April 1,
2019 and its subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other filings with the SEC, which
are available on the SEC's website at www.sec.gov. See in
particular Item 1A of SITO's Annual Report on Form 10-K under the
headings "Risk Factors." The risks and uncertainties
described above and in SITO's SEC filings are not exclusive and
further information concerning each company and its business,
including factors that potentially could materially affect its
business, financial condition or operating results, may emerge from
time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements.
Neither SITO nor MediaJel undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
IR Contacts:
SITO
Investor Relations
Brett Maas
Hayden IR
Phone: 646-536-7331
Email: SITO@haydenir.com
MEDIAJEL
Jennifer
Price
VP of Communications
jen@mediajel.com
609-638-2558
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SOURCE SITO Mobile Ltd.