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TORONTO, April 9, 2015 /CNW/ - Mira VI Acquisition Corp. ("Mira VI") (TSX VENTURE:MVI.P) is pleased to announce that it has entered into a letter of intent dated April 9, 2015 with Perk.com Inc. ("Perk"), a corporation existing under the laws of the State of Delaware, to complete a going-public transaction in Canada for Perk (the "Proposed Transaction"). For convenience, Mira VI, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer".
Mira VI intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will be an arm's length transaction.
Perk is a mobile rewards platform targeting digital consumers' every day mobile activities. Headquartered in Austin, Texas, with offices in Bangalore, India and Waterloo, Ontario, Perk offers Perk Points, a digital currency, earned by members for their everyday activities including watching videos and playing social games on Perk's owned and operated suite of mobile apps as well as on third party apps and websites through Perk's software development kit, "Appsaholic".
If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer (the "New Slate") will consist of six (6) or seven (7) directors, one of whom will be nominated by Mira VI and the remainder of whom will be nominated by Perk, and the executive officers of the Resulting Issuer will be appointed by the New Slate. The New Slate will be put forth and nominated at a meeting of Mira VI's shareholders to be held prior to the completion of the Proposed Transaction.
In conjunction with, and prior to the closing of the Proposed Transaction, Perk intends to complete a brokered private placement of subscription receipts for gross proceeds of not less than US$20 million led by Canaccord Genuity Corp. and Beacon Securities Limited (the "Private Placement"). It is expected that each subscription receipt will be automatically exchanged for one common share of Perk immediately prior to the completion of the Proposed Transaction and upon the satisfaction of specified escrow release conditions, including the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the Resulting Issuer.
For the purposes of the Proposed Transaction, the deemed value of each outstanding common share of Mira VI will be $0.15 (on a pre-Consolidation basis). Pursuant to the Proposed Transaction it is intended that: (i) the outstanding common shares of Mira VI will be consolidated on the basis of a consolidation ratio to be determined based on the per share price of the Private Placement (the "Consolidation"); and (ii) the holders of Perk shares (including those investors in the Private Placement) will receive one common share of the Resulting Issuer in exchange for each outstanding Perk common share (on a post-Consolidation basis). The outstanding options of Mira VI will be adjusted accordingly to reflect the Consolidation. Following the completion of the Proposed Transaction, the securityholders of Perk (including those investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Resulting Issuer.
A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of the Private Placement; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as Mira VI's Qualifying Transaction by the TSXV; receipt of approval for the listing of the common shares of the Resulting Issuer; and shareholders of each of Mira VI and Perk approving the Proposed Transaction and/or other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking statements regarding Mira VI, Perk and their respective businesses, as well as forward-looking statements regarding the Proposed Transaction and Private Placement. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement (and the proposed terms upon which each is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, market conditions, economic factors, Perk's management's ability to manage and to operate the business and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Mira VI nor Perk undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Mira VI is a capital pool company governed by the policies of the TSXV. The principal business of Mira VI is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
SOURCE Mira VI Acquisition Corp.
For further information: Mira VI Acquisition Corp.: Jordan Kupinsky, Director, +1.416.972.6574; Perk.com Inc.: Adam A. Salamon, Chief Operating Officer, +1.512.827.2408