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.
