TORONTO, May 18, 2020 (GLOBE NEWSWIRE) — ZoomerMedia Limited (“ZoomerMedia”) (TSXV: ZUM) is pleased to announce today that it has entered into an arm’s length agreement (“Purchase Agreement”) for the sale of substantially all of the assets (“Darwin Assets”) of ZoomerMedia’s wholly-owned subsidiary Darwin CX Inc. (“Darwin”) to New York–based Irish Studio LLC (“Irish Studio”). Irish Studio has agreed to purchase the Darwin Assets for approximately $7,465,000 (CAD) (“Purchase Price”), of which $700,000 (CAD) was paid to ZoomerMedia in cash concurrently on signing of the Purchase Agreement. The remainder of the purchase price is payable at closing of the transaction in a combination of cash and a promissory note of Irish Studio in the amount of approximately $1,280,000, subject to customary post-closing adjustments.
The Darwin Assets are ZoomerMedia’s proprietary subscription management platform.The parties anticipate the transaction to close on or around August 17, 2020. The transaction is subject to approval by the TSX Venture Exchange and other customary closing conditions.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-looking Statements
This press release contains “forward-looking statements”. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the anticipated closing timeline of the transactions described herein.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: Economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets, including such volatility caused by the ongoing COVID-19 pandemic, and the ability of the parties to meet the closing conditions including obtaining approval of the TSX Venture Exchange.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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