Vancouver, British Columbia--(Newsfile Corp. - March 7, 2018) - Brisio Innovations Inc. (CSE: BZI) (OTC Pink: NTCEF) (the "Company") is pleased to announce that it has signed a definitive share purchase agreement (the "Definitive Agreement") with NameSilo, LLC ("NameSilo") whereby the Company has agreed to acquire all of the issued and outstanding securities of NameSilo (the "Transaction").
With a priority of no interruption to existing customers or NameSilo's growth trajectory, the Transaction will not impact the existing operations of NameSilo and the founders, who are also the owner/operators of NameSilo and who will continue in their current roles and continue operating the business. Further, there are no planned changes to the system infrastructure or operational policies of the business.
NameSilo is a low-cost provider of domain name registration and management services, and is an ICANN-accredited registrar. NameSilo is a high growth registrar with nearly 1.5 million domains under management, and over 85,000 customers from approximately 160 countries. According to RegistrarOwl.com, which provides domain registrar industry statistics from ICANN, NameSilo is the 6th-fastest growing registrar in the world based on percentage growth of new registrations, and 6th-fastest growing registrar in the world when based on net new registrations, behind household names such as Google, GoDaddy and Alibaba.
"We are excited to enter this new phase of the NameSilo journey," said Michael Goldfarb, founder and Managing Member of NameSilo. "We couldn't be happier to find a partner with a track record of success like Brisio, and we look forward to working with them to build upon the success of NameSilo. Our customers and partners will continue to receive the same excellent service they are accustomed to and they will enjoy the benefits of access to additional resources that will be made available."
NameSilo recorded approximately US$11.1 million in annual recurring billings in 2017 up from US$6.9 million in 2016. It has grown its domain names under management from approximately 745,000 domains at the beginning of 2017 to over 1.35 million today, a growth rate of over 65% versus industry averages of approximately 7%. Additionally, NameSilo maintains a customer retention rate of approximately 87%.
Under the terms of the Definitive Agreement, the Company will acquire all of the securities of NameSilo and, in consideration of which, the Company will pay a total of US$9,511,500 (the "Purchase Price") to the members of NameSilo (the "NameSilo Members"). The closing of the Transaction is anticipated to be July 2, 2018.
Further, NameSilo Members will be entitled to certain earnout payments provided that the business achieves a specified EBITDA. All earnout payments will be made no later than August 15, 2018 and will be payable in cash and shares.
After completion of the Transaction, the Company intends to spin-out NameSilo as a separately listed entity on a Canadian stock exchange. The board of directors of the Company will provide further details on the proposed spin-out on closing of the Transaction.
CEO Paul Andreola states, "We are extremely pleased to have found a world class company that meets our criteria of high growth, profitability, high customer retention and customer satisfaction. We look forward to working with the NameSilo team to continue to build the brand and provide their customers outstanding value and service and to meet their ongoing needs."
The Transaction is subject to customary conditions contained in the Definitive Agreement as well as approval of the stock exchange, and the Company completing sufficient financing to satisfy the Purchase Price. If the Company is unable to close the transaction, the Company will be required to pay a break fee to NameSilo.
Brisio Innovations Inc.
President, CEO and Director
About Brisio Innovations
Brisio Innovations Inc. invests its capital in companies and opportunities which management believes are undervalued and have potential for significant appreciation. The company makes investments in both public and private markets and focuses on opportunities in a wide variety of industries excluding the resource and resource service sectors. Brisio does not invest on behalf of any third party and it does not offer investment advice.
Disclaimer for Forward-Looking Information Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding potential future investments by the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause the Company's actual results to differ materially from those expressed or implied by the forward looking statements.
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