Peeks Social Enters into Agreement for Acquisition of Personas.com
OREANDA-NEWS. February 06, 2018. Peeks Social Ltd.(TSXV:PEEK) (OTCQB:PKSLF) (“Peeks Social” or “the Company”) is pleased to announce, further to its press releases dated July 25, November 14 and December 15, 2017, that it, along with a wholly-owned subsidiary of Peeks Social (“Peeks Social Subco”), has entered into a definitive agreement (the “Amalgamation Agreement”) with Personas.com Corporation (“Personas”), Riavera Corp. (“Riavera”), and a wholly-owned subsidiary of Riavera Corp. (“Riavera Subco”), dated February 3, 2018.
Pursuant to the Amalgamation Agreement, Peeks Social Subco will amalgamate (the “Amalgamation”) with Riavera Subco and Personas to acquire the technology assets used in the Peeks Social livestreaming platform (the “Technology”), along with certain other related technology assets. The Technology is licensed by the Company from Personas pursuant to an agreement dated August 14, 2015, as amended October 18, 2016, and is the source of the Company’s current revenue.
The Amalgamation is structured as a three-cornered amalgamation, pursuant to which the amalgamated corporation (“Amalco”) will become a wholly-owned subsidiary of Peeks Social on closing and the former shareholders of Personas and Riavera Subco shall become shareholders of Peeks Social and receive common shares of Peeks Social. The Company will issue 175,150,520 common shares to the shareholders of Personas and Riavera Subco at a negotiated price of $0.7308 per common share, an acquisition cost of $128,000,000. The closing price of the Company’s common shares on the TSX Venture Exchange on February 2, 2018, was $0.25.
The Company anticipates closing the Amalgamation in April 2018. It is anticipated that immediately following the closing of the Amalgamation, on a non-diluted basis, current Peeks Social shareholders will own approximately 27.1% (64,976,281 common shares) and Personas and Riavera Subco shareholders will own approximately 72.9% (175,150,520 common shares) of the Company. The Company intends to hold an annual general and special meeting of its shareholders in April 2018, to approve, among other items: (a) the Amalgamation; (b) the continuance of the Company under the Business Corporations Act of Ontario (from Alberta); and (c) the appointment of the directors of the Corporation following the closing of the Amalgamation.
In addition, Personas and Riavera Subco will hold meetings of their respective shareholders to approve the Amalgamation.
Personas is a private company controlled by Mr. Mark Itwaru, Chairman & CEO of the Company. Riavera is an existing “Control Person” of the Company within the meaning of the rules and policies of the TSX Venture Exchange, and is a significant shareholder of the Company and a related party to Personas. Collectively, these parties own an aggregate of 15,602,388 common shares of the Company, representing 24.0% of the issued and outstanding shares of the Company (non-diluted). Accordingly, the proposed transaction between the Company, Personas, and Riavera would be considered a "related-party transaction" pursuant to the rules of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, and the transaction is subject to minority shareholder approval and valuation requirements, as well as TSX Venture Exchange approval.
The Company established an independent special committee of its Board of Directors in July 2017 (the “Special Committee”) to explore and negotiate the acquisition of the Technology. Mr. Itwaru recused himself from the negotiations as a result of his interest in Personas. The Special Committee has received an independent Fairness Opinion dated January 31, 2018, indicating a value for the Technology between $106,900,000 and $109,000,000. The Technology, as held by Personas, includes two pending patent applications as filed in the United States and in the International Patent System under the Patent Cooperation Treaty. In addition to the Technology and the two Personas pending patents, as part of the Amalgamation, the Company will acquire three additional pending patent applications from Riavera Subco, as filed in Canada, the United States, and with the European Patent Office. All patents are relevant for the Peeks Social platform. Personas obtained an independent Estimate of Fair Market Value of the Riavera Subco patent applications in January 2018, that when combined with the value of the Technology, exceeds the $128,000,000 transaction price agreed to between the parties. The Special Committee has recommended the Company proceed with the Amalgamation, subject to the terms and conditions of the Amalgamation Agreement.
The closing of the Amalgamation is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to, acceptance by the TSXV of the Amalgamation, requisite shareholder approval of Peeks Social, Personas, and Riavera Subco shareholders, and other applicable approvals. There can be no assurance that the Amalgamation will be completed as proposed or at all.