TORONTO, ONTARIO--(Marketwired - Feb. 6, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Breaking Data Corp. (TSX VENTURE:BKD) (the "Company" or "BKD") is pleased to provide the following update to its press release of December 15, 2016 announcing its binding agreement to acquire Sports New Media Holdings Limited ("SNM"), a corporation existing under the laws of the United Kingdom since 2012, which is the owner of GiveMeSport.com and its related businesses (the "Transaction"). SNM's operations are headquartered in London, England.
The Company has entered into a share purchase agreement dated February 3, 2017 with the voting shareholders of SNM to effect the Transaction, pursuant to which the Company will acquire 100% of SNM in exchange for: (i) the issuance of 187,879,269 common shares of the Company; and (ii) the issuance of 3,403,550 stock options of the Company in exchange for options of SNM.
The Company's share capital is currently comprised of the following: (i) 71,789,123 common shares issued and outstanding; and (ii) 45,544,511 common shares issuable upon the exercise or conversion of previously issued convertible securities.
GiveMeSport continues to grow
GiveMeSport's Website continues to grow and has started the year in style with January recording the highest number of visits in the history of the company with over 38m monthly visits. January's visits were up 6.9% from December's 35.6m visits.
GiveMeSport is now ranked (by Alexa from Amazon) the 668th most popular website in the world - to give context, here are some other notable websites: Bleacher Report is ranked at 1,076th, Fox Sports is 1,739th and NBC Sports is 1,881st (as of February 6th, 2017).
GiveMeSport continues to see its audience shift from Desktop devices to high-end, touchscreen mobile devices (46% Apple, 28% Samsung), which now make up over 75% of the website audience.
Additionally, GiveMeSport's Facebook Audience has grown to 25.8m likes on its leading Facebook Page. In January, its content generated over 3.5 Billion total impressions and reached over 209m unique users on Facebook alone.
As announced by the Company on January 27, 2017, in connection with the completion of the Transaction, the Company has entered into an engagement letter (the "Engagement Letter") with Clarus Securities Inc. ("Clarus"), whereby Clarus has agreed to act as lead agent, with a syndicate of agents including Haywood Securities Inc. (together with Clarus, the "Agents"), in a private placement offering of up to 12,500,000 subscription receipts of the Company (the "Subscription Receipts") at a price of $0.40 per Subscription Receipt to raise aggregate gross proceeds of up to $5 million (the "Offering").
Each Subscription Receipt will automatically convert, upon the completion of the Transaction and the satisfaction or waiver of certain other ancillary conditions, into one unit (a "Unit") of BKD, without any further consideration on the part of the holders thereof, immediately following the completion of the Transaction. Each Unit will be comprised of one common share of BKD and one-half of one warrant, with each whole warrant exercisable into a common share of BKD for 24 months at an exercise price of $0.70 per share.
The gross proceeds from the Offering, less any amounts used to pay the fees and expenses of the Agents (the "Escrowed Proceeds"), will be held in escrow pending the satisfaction of the release conditions, whereupon the BKD common shares underlying the subscription receipts will be issued to holders thereof, and the Escrowed Proceeds will be paid to the Company. In the event the Transaction does not occur within three months of the closing date of the Offering, the aggregate purchase price of the Subscription Receipts shall be returned to the holders thereof on a pro rata basis without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.
Pursuant to the Engagement Letter, the Agents shall be paid a cash commission equal to 7% of the gross proceeds raised under the Offering and shall be issued broker warrants equal in number to 7% of the total number of Subscription Receipts sold pursuant to the Offering, each broker warrant entitling the holder to acquire one Unit at an exercise price of $0.40 per Unit for a period of two years from the date of issuance.
In connection with the completion of the Transaction, the Company will pay a finder's fee to an arm's length party comprised of $200,000 and 2,000,000 common shares of the Company.
Based on financial statements for the year ending March 31, 2016, audited in compliance with International Financial Reporting Standards, SNM generated revenues of £2,830,245 and a net loss of £1,019,087. As at March 31, 2016, SNM had total assets of £697,091 and total liabilities of £1,279,186 and negative shareholders' equity in the amount of £582,095.
Directors and Management of the Resulting Issuer
The following are summaries of those individuals considered Insiders of the Resulting Issuer. The summaries include everyone's expected positions with the Resulting Issuer and relevant work and educational backgrounds:
Nick Thain - Chief Executive Officer and Director Nick Thain has been the Chief Executive Officer of SNM since February 2008. Prior to which, Marketing Director, Online for IPT Limited. Nick has been involved with a range of start-ups, design, music and data, the most prominent being IPT, an AIM listed company with a market capitalization of £200+ million. Nick has used his marketing and technology background, coupled with a deep understanding of social media, to help grow SNM into a leading sports publisher. Mr. Thain had a Bachelor of Science from Westminster University.
Jae Chalfin - Chief Commercial Officer and Director Jae Chalfin was the Founder of SNM back in April 2006. Having graduated in Business and Economics from the University of Warwick (semester at Harvard University) with a Bachelor of Arts degree. He started his career working as a Ship Broker and quickly being headhunted to work at Arrow Shipping Group. One of the global leaders in the industry. Having a passion for sports and all that is involved to be a fan, as well as an interest in the mobile-web disruption seen in media. Jae founded Sports New Media to explore new and exciting ways to connect to the elusive sports fan in the digital age. Jae's role is as the visionary and is involved with activities relating to marketing, sales, product development and content. His key focus is in driving Business Development, Operations and Commercial Partnerships. As well as devising and implementing Sports New Media's overall strategy alongside Nick Thain his business partner.
Marvin Igelman - Vice-Chairman and Director Marvin Igelman ventured into the technology field in 1996 and successfully founded Brandera Inc., a publicly traded company, where he served as its President and CEO operating Portfolios.com, a leading online business-to-business site for the Graphic Arts and creative community. Following the 2002 sale of Portfolios.com, Mr. Igelman served as a business development consultant for numerous technology companies, and established several other successful ventures including funding and serving as CEO of Unomobi Inc., a mobile advertising and messaging platform that was acquired in 2010 by Poynt Corporation. Mr. Igelman joined the Poynt Corporation executive team and board of directors, serving as its Chief Strategy Officer until June 2011. Mr. Igelman graduated from Osgoode Hall Law School in 1986, becoming a member of the Law Society of Upper Canada in 1988.
David Berman - Chief Financial Officer Since graduating from York University's Schulich School of Business in 1983 with an Honours Bachelor of Business Administration degree. David has worked as a financial consultant and chief financial officer for both private and TSX Venture public companies for the past 17 years. He brings and extensive scope of experience in finance and emerging ventures, with knowledge and expertise in several technology fields that include wireless and mobile applications, carrier grade mobile solutions, portal development, online image technology, carrier grade mobile solutions, compliance technology, sales and marketing online solutions and recurring & licensing internet service models.
Alex Zivkovic - Chief Technology Officer Alex brings a special combination of advanced technology and hands-on management experience in the development of advanced intelligent software applications. As founding partner and CEO of Intellimerce Inc., Alex directed the design, development and deployment of custom software solutions in various fields for international clients such as Dun & Bradstreet Canada, LMI and Marsh & McLennan. Alex was the visionary behind open source business intelligence tools that are currently used by thousands of developers worldwide and by various fortune 500 companies and sits on the XML/A council with Microsoft, SAS and Hyperion. He holds a Bachelor's of Science in Engineering and a Masters in Process Control & Automation for work in artificial intelligence.
Roger Rai - Director Mr. Rai is the Managing Director of E.S. Rogers Enterprises. In his capacity as Managing Director, Roger advises Edward Rogers, the representative controlling shareholder of Rogers Communications, on business development, revenue development, talent development and sports. Roger is also the President of R3 Concepts Inc., a company that acts as a basis for investments he makes and consulting services he provides. Prior to which, Roger was the Vice President, Business Development, Keek Inc. In his role at Keek, he oversaw and advised on many corporate issues which range from operational to board/corporate governance affairs. He is currently an advisor to Chobani, Inc., a retail food services company, and is the founder and on the board of the ONEXONE foundation, a charitable organization focused on global child welfare. Mr. Rai holds a Bachelor of Arts from the University of Western Ontario.
Matthew Elek - Director Having helped set up Vice's European business in 2002, Matt Elek is currently the CEO for Vice UK ltd., and responsible for operations across Europe, Middle East and Africa. As head of Vice's business in EMEA, Matt oversees a network of 40+ companies spread across 60+ territories with over 1000 full time regional staff, multiple media streams and hundreds of millions in turnover. Vice's regional footprint includes a robust digital business, an extensive television footprint, print, agency services and other media offerings in 12 languages, reaching hundreds of millions of consumers each month.
Roger Mitchell - Director Roger is a chartered accountant and investment banker. He has worked with PWC and James Capel and held senior finance roles with WPP and EMI. He has 20 years of experience in sports and was the founding Chief Executive of the Scottish Premier League and a member of UEFA's Professional Football Committee. He continues to assist clubs and federations as an advisor. He has led two initial public offerings on the AIM and in recent years, Roger has applied his keen interest in technology, data and media, investing in, and advising early stage tech companies in tech and sports.
Ben Nicholas - Director Ben Nicholas is head of UK Media and Global Digital Sales for IMG Media. In this role, he combines rights acquisitions, sales and client and broadcast relationships in the UK market along with devising and implementing IMG Media's overall content strategy in the digital space on a global basis. In his role within the UK, Ben oversees all media rights related commercial activities concerning major clients such as the Rugby World Cup, Scottish FA US Open tennis, Tennis Masters Series, European Tour, R&A, Moto GP, Diamond League Athletics, and the NHL. His main business focus is the sale of rights for the above clients in the UK market and their ongoing representation around the globe. Previous clients have included the IOC, AELTC and the RFL. Ben joined IMG Media as Head of Interactive Rights in November 2004, having sold his digital media production company In The Box Media in July 2004, to AIM listed UK Betting (now part of Sky). He started his career in production at Sunset + Vine in 1990, working extensively on Gillette sponsored programming, before joining Asia Sports Group (now World Sports Group) in Hong Kong, as Head of Production in May 1995. He joined ESPN International in New York as Director of Rights Sales for Europe, Middle East and Africa in 1996 where he remained until 2000. Major clients he worked with included Nike Brazil football, NHL, NFL, Xgames and the Triple Crown horseracing Series.
Key Shareholders of the Resulting Issuer
Upon completion of the Transaction, including the Concurrent Financing, the following shareholders of SNM will hold more than 10% of the shares of the Company: IMG Media Ltd. (London, England) - 14.7%; Jae Chalfin (London, England) - 10.1%; and, Nick Thain (London, England) - 10.1%.
The Company has rescheduled its annual and shareholder meeting for March 31, 2017 to accommodate the preparation of the information circular for the approval of the Transaction. At the meeting, shareholders will also be asked to approve a consolidation of the Company's outstanding shares on a one new share for 10 old shares basis (1 for 10). All convertible securities of the Company will be adjusted on the same basis.
Restart of Trading
The Company is in the process of making submissions to the TSX Venture Exchange to arrange for the trading of BKD common shares to recommence in advance of completion of the Transaction. Further updates will be provided as they become available.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
About Breaking Data Corp.:
Breaking Data Corp. is a technology provider of semantic search, machine learning and natural language processing ("NLP"). The Company's technology platform has many practical applications, in multiple business and consumer verticals that are immersed in massive media and data rich settings. The Company's showcase app, BreakingSports, utilizes semantic machine learning and NLP to track social media in a fully automated, real-time manner for significant sports information and events and distributes summarized information through real-time push notifications to consumers. The Company also enables mobile application providers to generate revenue into their apps via its "Poynt-Enabled" SDK and owns Poynt, an award winning local mobile search app. Find out more at breakingdatacorp.com.
GiveMeSport is a leading next generation sports media company with the largest single publisher Facebook page in the world, with over 25.6 million fans. The next largest single sports publisher Facebook page is ESPN with 15.2 million fans. GiveMeSport's content generates over 3.4 billion impressions (Nov-16), reaching over 140 million unique users (Nov-16) per month on Facebook alone.
Completion of the Transaction is subject to several conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder 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 Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-looking Statements - Statements contained in this news release which are not historical facts are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results of the Company to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to factors referenced in the Company's other continuous disclosure filings, which are available at sedar.com. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.