/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRE SERVICES/
TORONTO and SEATTLE, April 23 /CNW/ - Hosted Data Transaction Solutions Inc. ("HDX" or the "Corporation"), as previously announced, has entered into an engagement letter with D&D Securities Inc. (the "Agent") in respect of a private placement of Subscription Receipts (the "Offering"). In addition, on April 23, 2010 HDX entered into a definitive share purchase agreement with the shareholders of Posera Inc. ("Posera") to acquire the issued and outstanding shares of Posera (the "Posera Acquisition"). A portion of the proceeds of the Offering will be used to satisfy the cash payment required to complete the Posera Acquisition.
The Offering consists of the private placement of up to approximately 22,222,222 Subscription Receipts at a price of $0.45 per Subscription Receipt and includes an over-allotment option exercisable by the Agent to issue up to an additional approximately 3,333,333 Subscription Receipts.
Each Subscription Receipt will entitle the holder to acquire a unit (a "Unit") comprised of one Class A voting common share of HDX (the "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant") of HDX, without payment of additional consideration. Each Warrant will be exercisable for one Common Share at a price of $0.65 per share for a period of two years after the closing of the Offering, unless such Warrant exercise date is accelerated in accordance with the terms of the Warrant indenture. In the event the volume weighted average trading price of the Common Shares exceeds $0.90 for any consecutive 20 trading day period after the Units have been issued, and more than 2,000,000 Common Shares have traded in the aggregate during such period, the Corporation shall have the right, for a period of three days, to accelerate the expiry date of the Warrants to the date that is 30 days following the final day of the 20 trading day period. The Corporation's Common Shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol "HDX".
The Agent is entitled to a cash commission equal to 5.5% of the gross proceeds of the Offering plus the issuance of Compensation Options exercisable to acquire that number of subscription Receipts which is equal to 5% of the Subscription Receipts sold in the Offering. The Compensation Options are exercisable at an exercise price of $0.45 per Subscription Receipt.
The Offering is being undertaken to (i) satisfy the cash portion of the purchase price of the Posera Acquisition and (ii) for working capital purposes. It is anticipated that the initial closing of the Offering will occur on April 27, 2010.
The gross proceeds of the Offering will be held in escrow and released to complete the Acquisition following the satisfaction of certain release conditions, including without limitation, receipt of all required approvals and consents and the satisfaction of all conditions precedent other than payment of the proceeds for the acquisition (the "Release Conditions"). In the event that the Release Conditions are not satisfied on or before that date which is 90 days following the initial closing date of the Offering (or such other date as the shareholders of the Corporation may approve), holders of the Subscription Receipts shall be entitled to receive, in exchange for such holders' Subscription Receipts, an amount equal to the aggregate purchase price paid for their Subscription Receipts.
The Posera Acquisition:
Under the terms of the Posera Acquisition, the total purchase price payable is $10.6 million. Such purchase price includes the assumption of outstanding Posera debt at closing of the acquisition.
In addition to a cash payment of $3.5 million at closing (subject to adjustment) and the assumption of outstanding Posera debt, the purchase price is to be paid by (i) the issuance of convertible debentures in the amount of the Canadian dollar equivalent of U.S.$1.96 million, which are convertible into Common Shares for a period of two years at $0.645 per share (the "Convertible Debentures"); and (ii) the issuance of Common Shares in respect of the remainder of the purchase price. The transaction also includes the issuance of options to acquire approximately 2.0 million Common Shares (the "Rollover Options") in exchange for currently outstanding options to acquire shares of Posera Inc. The Rollover Options will have an exercise price of approximately $0.125 per Common Share (such price adjusts depending on the final purchase price in the Posera Acquisition). The Rollover Options will expire by 2014.
Overall, depending on adjustments to the purchase price for the Posera Acquisition, up to 10,300,000 Common Shares will be issued or issuable in connection with the payment of the purchase price of the Posera Acquisition and the potential exercise of the Convertible Debentures and Rollover Options.
Accordingly, in the event that the maximum Offering plus the over-allotment option is subscribed for, a total of 40,250,000 Common Shares will be issuable upon exercise of all Subscription Receipts, Warrants and compensation options, which together with the 10,300,000 Common Shares issuable on the Posera Acquisition, would result in a total of 50,550,000 Common Shares being issued. As HDX currently has 28,352,813 Common Shares outstanding, the Offering and the Posera Acquisition could result in an increase in outstanding Common Shares equal to 178.3% of the currently outstanding Common Shares.
If the amount raised in the Offering is $5,000,000, no individual Posera shareholder would own (assuming the exercise of all of the Rollover Options and the Convertible Debentures issued as vendor take back debt) more than 4.9% of the outstanding Common Shares of HDX and, as group, the holders of shares and options of Posera Inc. would own (assuming the exercise of all of the Rollover Options and the Convertible Debentures issued as vendor take back debt) Common Shares equal to 20.7% of the outstanding Common Shares of HDX. Paul Howell, the current President and Chief Executive Officer of HDX will remain the largest shareholder of HDX following the transactions.
Posera Inc. is owned by individuals who are all at arm's length to HDX. Closing of the Posera Acquisition is anticipated to occur as soon as practicable on or after April 30, 2010.
As previously announced, Posera Inc. is a private Seattle, Washington based company that develops, deploys, and supports a restaurant point-of-sale software know as "Maitre'D" which has been deployed in over 20,000 locations worldwide in eight different languages. Posera sells and services its clients directly, as well as through a network of approximately 140 value added reseller partners in 25 countries with approximately 1,100 representatives selling, supporting & installing its software. Posera's customers include Quick, O'Brien's, St-Hubert, Pita Pit, Popeye's, Dunkin' Donuts, Pizza Delight, Baton Rouge, Scores, Hooters, Casey's, Supermac's, HDOS, KPC, Extreme Pita, Pizza Hut, among many others.
The Maitre'D software suite includes functionality relating to customer order management, table management, funds transfers, inventory management and purchasing as well as a number of additional functions. Maitre'D's table service systems support both workstation and handheld devices.
Posera has focused on distributing software to table service restaurants and quick service restaurants on an international basis while HDX has focused on the Canadian quick service restaurant sector. Posera's merchant clientele is approximately based 55% in the USA, 20% in Canada, 10% in the UK, 5% in Europe and 10% in the rest of the world. This market penetration is complimentary to HDX's merchant base which is largely Canadian. The combined global scope of the combined companies is expected to provide HDX/Posera a strong advantage when bidding on new business and is expected to enhance client relationships where the companies currently provide point of sale solutions, business control systems, business intelligence tools and closed loop consumer payment systems. The Posera transaction provides HDX with technology, relationships, and revenue that is designed to facilitate further growth through acquisition.
Posera employs approximately 70 people in offices in Seattle, Montreal, Glasgow (U.K.) and Paris (France). Approximately 25% of its workforce is engaged in research & development and quality assurance.
On a pro-forma basis, assuming HDX and Posera had merged already, based on each of their most recently completed fiscal year-ends, the combined entity would have had revenue of approximately $17.6 million and breakeven EBITDA.
TSX Requirement for Shareholder Approvals:
The Posera Acquisition and Offering are subject to the approval of the TSX and, since the Posera Acquisition will (given that the rules of the TSX deem that securities issued pursuant to a private placement undertaken in connection with an acquisition are deemed to be included in the securities issued pursuant to such acquisition) result in the issuance of greater than 25% of the currently outstanding Common Shares of the Corporation, the rules of the TSX require that the Corporation obtain approval of the Posera Acquisition and the Offering from the holders of a majority of the Common Shares. However, the rules of the TSX also provide that such approval may be obtained in writing from shareholders without the requirement to convene a shareholders' meeting for such purposes, and the Corporation intends to rely on this exemption in connection with obtaining the necessary TSX approval for the Posera Acquisition and the Offering.
Risks and Uncertainties:
The Offering and Posera Acquisition cannot be completed until the required TSX approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the materials to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of HDX should be considered highly speculative. The TSX has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Cautionary Note Regarding Forward-Looking Statements:
This press release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Corporation or its management. The forward-looking statements are not historical facts, but reflect HDX's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Annual Information Form filed on March 31, 2010 with the regulatory authorities. HDX assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless required by security regulation.
HDX is a leading provider of point-of-sale software, services and hardware to the restaurant sector in North America. Through the deployment of its proprietary software and national customer service support network, HDX is committed to providing innovation, quality products and superior service to its restaurant customers.
Additional information related to the Corporation can be found on SEDAR at www.sedar.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws an may not be offered or sold within the United States of to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE HOSTED DATA TRANSACTION SOLUTIONS INC.
For further information: For further information: Paul Howell, President / CEO, Hosted Data Transaction Solutions Inc., Phone: (416) 703-6462, extension 2263, Email: Paul.email@example.com