[January 19, 2017] |
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Perk Inc. Acquired by RhythmOne plc
Perk Inc. (TSX: PER) ("Perk" or the "Company") is
pleased to announce the closing of the plan of arrangement under section
182 of the Business Corporations Act (Ontario) (the "Arrangement")
with RhythmOne plc ("RhythmOne") (LSE AIM: RTHM). Perk
previously announced the signing of the arrangement agreement in respect
of the Arrangement in a press release issued on December 5, 2016 and the
issuance of the final order of the Ontario Superior Court of Justice
(Commercial List) in respect of the Arrangement in a press release
issued on January 16, 2017.
Pursuant to the Arrangement, RhythmOne acquired, through its
wholly-owned subsidiary, RhythmOne (US) Holding, Inc., all of the issued
and outstanding common shares and class A restricted voting shares of
Perk (together, "Perk Shares") and shareholders of Perk ("Perk
Shareholders") received 4.5116 ordinary shares of RhythmOne ("RhythmOne
Shares") for each Perk Share held.
An aggregate of 88,235,410 RhythmOne Shares were issued under the
Arrangement in reliance on an exemption from the prospectus requirements
under securities legislation available for an arrangement under
statutory procedure.
Registered Perk Shareholders are reminded that, in order to receive
RhythmOne Shares for their Perk Shares, they must complete and sign the
letter of transmittal and deliver it, together with certificates
representing their Perk Shares and the other required documents, to the
depositary, TSX Trust Company ("TSX Trust"), in accordance with
the instructions specified in the letter of transmittal and the
management information circular of Perk dated December 16, 2016, copies
of which are available on SEDAR at www.sedar.com.
Beneficial owners of Perk Shares whose Perk Shares are registered in the
name of a broker, investment dealer, bank, trust company, depositary or
other nominee should contact that nominee to determine how the nominee
will arrange to have the Perk Shares delivered to TSX Trust in exchange
for RhythmOne Shares under the Arrangement.
With the completion of the Arrangement, it is expected that the common
shares of Perk will be de-listed from the Toronto Stock Exchange on or
about January 20, 2017.
The RhythmOne Shares are listed on the AIM market of the London Stock
xchange plc ("AIM") under the symbol "RTHM" and the new
RhythmOne Shares were admitted to trading today, January 19, 2017.
Trades on the AIM cannot be settled through the usual Canadian
settlement system. Shareholders who desire to trade RhythmOne Shares
received pursuant to the Arrangement in on-market transactions on AIM
will need to contact a broker or custodian that is a participant of
CREST, which is the securities settlement system used by companies
traded on AIM. In order to effect trades outside the CREST system, a
shareholder should contact their broker or contact RhythmOne's transfer
agent, Computershare Investor Services plc.
About Perk
Perk's Rewarded Engagement Platform brings together the interests of
advertisers and consumers to deliver profound insights and actionable
results. With Perk, brands form deep connections with consumers to
achieve greater engagement, loyalty, and conversion. Perk's insights and
intelligence solution, Perk IQ™, allows brands to measure performance
and uncover valuable data around advertising attribution, brand impact,
and purchase behavior. Additional information about Perk Inc. can be
found at the Company's corporate website: http://www.ir.perk.com.
About RhythmOne
RhythmOne is a technology-enabled digital media company that connects
online audiences with brands through premium content across devices.
Founded in 2004, RhythmOne pioneered Internet video search and works
with digital advertisers, publishers and content providers to offer
fully integrated, cross-screen solutions that span desktop and mobile
video, rich media, display, social and native advertising, and content
formats. Through its fully integrated programmatic platform, RhythmMax,
RhythmOne represents digital advertising inventory across owned,
controlled and extended supply sources. The RhythmMax platform includes
unique brand safety technology, RhythmGuard, which combines leading
third-party verification and proprietary filtering technologies to
ensure inventory quality in brand safe environments. RhythmOne's goal is
to maximize the return on advertising spend and provide the most
efficient and effective marketplace for digital advertising. RhythmOne
is headquartered in San Francisco, California with offices in the US, UK
and Canada. For more information, please visit www.rhythmone.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements, including
which may relate to, but which may not be limited to, Perk's business;
Perk's strategy, operations and financial performance; Perk's user and
advertiser engagement; Perk's ability to establish new marketing
partnerships; Perk's ability to expand into new markets; and Perk's
ability to acquire and integrate new businesses and technologies. Such
forward-looking statements reflect Perk's expectations about its future
operating results, performance and opportunities that involve
substantial risks and uncertainties. When used herein, the words
"anticipate", "believe", "estimate", "upcoming", "plan", "target",
"intend" and "expect" and similar expressions, as they relate to Perk or
its management, are intended to identify such forward-looking
statements. These forward-looking statements are based on information
currently available to Perk and are subject to a number of risks,
uncertainties, and other factors that could cause Perk's actual results,
performance, prospects, and opportunities to differ materially from
those expressed in, or implied by, these forward-looking statements,
including, but not limited to: maintenance by Perk of relationships with
advertising network providers and partners; successful development of
the "Perk" brand; Perk's ability to keep up with rapid technology
developments in Perk's markets; Perk's ability to avoid defects in
products and services delivered by Perk; Perk's ability to attract app
and website developers to its SDK's; Perk's ability to successfully
enter new business areas and geographic markets; and the success of new
products developed by Perk; Perk's ability to retain key members of its
management team. Perk does not undertake to update any forward-looking
statement, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170119005461/en/
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