- The Caisse de depot et placement du Quebec is one of the subscribers.
- Pixman acquires Pixnet Inc., owner of a proven technological platform in the
area of mobile content and digital signage management. The integration of this
solution will allow Pixman to boost its revenues and will contribute to improve
its offerings. This acquisition is paid by the issuing of Pixman's shares.
- Pixman concludes an exclusive intellectual property licence agreement for the
development of interactive applications and user interfaces tapping into the new
and large capabilities of mobile communication platforms.
- The invested capital will allow Pixman to accelerate the development of its
global multimedia nomadic network to support the growing needs of field
marketing by advertisers. The acquisition and integration of Pixnet's technology
will enable Pixman to connect consumers directly to their favorite brands'
universe, whether from their mobile telephone screen or computer. The
integration of physical and virtual worlds that Pixman is in the process of
achieving represents an important breakthrough in the field of tactical and
mobile marketing.
Pixman Nomadic Media Inc. (TSX VENTURE:PMN) ("Pixman") is delighted to announce
that it has entered into a number of agreements including different private
placements for a total amount of $7,605,459, the acquisition of all Pixnet
Inc.'s ("Pixnet") shares, as well as the acquisition of an exclusive
intellectual property licence for the development of interactive applications
and user interfaces.
The conclusion of these private placements represents a major investment for
Pixman. It will notably contribute to the financing of its upcoming growth
stages. Through the acquisition of Pixnet's shares, a private company
specialized in networking technologies, Pixman will quickly grow its global
strategy by integrating Pixnet's unique applications to its technology, as well
as by maximizing mutual synergies.
"This acquisition, added to this major investment, confirms our leadership in
the sector of tactical and mobile marketing," said Mr. Philippe Gribeauval,
President and CEO of Pixman.
"The acquisition of Pixnet's unique technology represents a logical extension of
our strategy," he added. "Today, consumers engage with their preferred brands,
through the physical deployment of our 'Pixman' worldwide. Tomorrow, we will
extend this relationship through the virtual dimension."
Following is more information with regards to these transactions:
i) A private placement totaling $6,105,459
Pixman has entered into various agreements in principle for a private placement
of 33,919,214 units, at a unit price of $0.18, for a gross product of
$6,105,459. Each unit consists of one Pixman common share and half a common
stock purchase warrant. Each full purchase warrant confers to its bearer the
right to acquire one common share, on payment of the exercise price of $0.30 in
cash, during a 24-month period from the issue date of the units.
The subscribers to this private placement are as follows:
a) The Caisse de depot et placement du Quebec, which agreed to subscribe for
13,888,888 units, for a gross product of $2,500,000;
b) FIER Boreal 02, a limited partnership, as well as FIER Ville-Marie, s.e.c .,
which undertook to subscribe for 5,555,555 units each, for a total gross product
of $2,000,000;
c) Le Fonds d'investissement Actions-croissance PME Inc., which undertook to
subscribe for 2,777,778 units, for a gross product of $500,000;
d) Various investors qualified under the Regulation 45-106 respecting prospectus
and registration exemptions, none of these qualified investors being either
related to, or a Pixman insider, who undertook to collectively subscribe for
9,212,157 units, for a gross product of $1,105,459.
Mr. Valier Boivin, who sits on VMCAP Inc.'s Board of Directors, general partner
of FIER Ville-Marie, s.e.c., and on the Gestion du Fonds FIER Boreal 02 Inc.'s
Board of Directors, general partner of FIER Boreal 02, a limited partnership, is
also a member of Pixman's Board of Directors. Consequently, Mr. Boivin has not
participated, directly or indirectly, in Pixman's Board of Directors' decisions
regarding the negotiations and the conclusion of the private placements.
Pixman's shares which will be issued in the context of this private placement,
including the shares which may be issued at the moment of the exercise of the
purchase warrants, will be subjected to a four-month holding period following
the issue of the units, according to applicable securities laws and the policies
of TSX Venture Exchange. The placement is made without broker intervention,
without finder's fees, nor commissions.
The conclusion of the private placement with the subscribers is subject to
certain closing conditions among which notably: i) the signature of final
subscribers' agreements, ii) the conclusion of an agreement for the acquisition
of all Pixnet's shares by Pixman, iii) the conclusion by Pixman of an exclusive
intellectual property licence agreement with Investissements Daniel Langlois
Inc. ("IDL"), and iv), with regard to the 2 500 000 $ private placement from
Caisse de depot et placement du Quebec, the approval in writing of this private
placement by more than 50 % of Pixman's shareholders. Consequently, the total
payments for the private placements will be made by the subscribers at the
closing session of the private placement, notwithstanding the fact that Pixnet's
share acquisition transaction requires the approval of Pixman's shareholders and
the required approvals from TSX Venture Exchange.
However, the subscription of Le Fonds d'investissement Actions-croissance PME
Inc. is subject to the conditions listed above, as well as to Pixman's obtaining
a favorable decision from the Ministere du revenu du Quebec confirming the
eligibility of Pixman's shares to the SMB Growth Stock Plan.
Following this placement, the Caisse de depot et de placement du Quebec will
benefit from the usual rights of an institutional investor in this type of
investment, including a pre-emptive right allowing it to maintain its percentage
of shares at the time of future issues.
ii) An additional private placement totaling $1,500,000
Pixman has also concluded an agreement with regard to an additional private
placement of $1,500,000 by the Caisse de depot et de placement du Quebec. The
conclusion of this private placement is conditional to various elements, the
most important of which are the signature of a final subscribers' agreement, the
ratification of the Pixnet acquisition agreement by Pixman's shareholders and
the reaching of specific financial objectives by November 15, 2009.
In consideration of its subscription of $1,500,000, the Caisse de depot et de
placement du Quebec will receive a number of units established according to the
weighted average of Pixman's stock prices for the 21 stock exchange days
preceding the closing session of the $1,500,000 placement (the "reference
price") less the maximum discount allowed by the TSX Venture Exchange rules.
Each unit will consist of a common share and half a purchase warrant. Each whole
purchase warrant will confer to its bearer the right to acquire a common share,
on payment of an exercise price equivalent to the reference price, and this, for
a 24-month period following the issue of the units. Notwithstanding the
aforementioned, it is agreed that the Caisse de depot et placement du Quebec
shall not, at any time before the anniversary date of the closing of Pixnet's
acquisition, hold a number of shares greater than or equal to the number of
shares held directly or indirectly by Daniel Langlois.
Pixman's shares which will be issued in the context of this private placement of
$1,500,000 including the shares which can be issued further to the exercise of
purchase warrants, will be subject to a four-month holding period following the
issue of the units, in accordance with applicable securities laws and the
policies of TSX Venture Exchange. The placement is made without broker
intervention, without finder's fees, nor commissions.
iii) Acquisition of all Pixnet's shares
An agreement was concluded between Pixman and IDL for the acquisition by Pixman
of all Pixnet's issued and outstanding shares in consideration of an amount of
$4,000,000, payable at the time of issue of the 22,222,222 common shares of
Pixman's capital stocks at a unit price of $0.18 per share.
Pixnet is a company specialized in the development and management of networking
applications. Further to massive investments in research and development during
the last nine years, this Montreal firm developed an expertise in the digital
distribution sector and more particularly in digital content displays, through
control system networks. Its services and software products were used in several
spheres of activity, such as advertising displays in shopping centers and other
sales outlets in North America. Furthermore, the adaptability and flexibility of
its software products allowed the company to implement its communication
solutions in other sectors of activity such as in financial institutions, in
business communications systems and, more recently, in interactive applications
for mobile platforms.
The acquisition of this technological platform will contribute to improve
Pixman's mobile and static communication product offerings in addition to
growing its international commercial expansion.
According to Pixnet's audited financial statements for the financial year ended
June 30, 2008, the company's earnings for the 12-month period totaled $107,651.
Pixnet has dedicated $123,117 to research and development during this same
period and has dedicated, since its foundation, approximately $6,000,000 to the
development of its technology, more precisely $1,500,000 in research and
development and approximately $4,500,000 for the initial acquisition of its
technology. On June 30, 2007, Pixnet's financial results showed company assets
of $416,002, liabilities of $252,320 and shareholders' equity of $163,682,
including issued and paid capital stocks of $6,123,356.
Mr. Daniel Langlois is Pixnet's sole administrator and owns all of IDL's shares,
which owns all of Pixnet's shares. As Daniel Langlois is also administrator,
Executive Chairman of the Board and a controlling shareholder of Pixman, the
acquisition of all Pixnet's issued and outstanding shares is considered to be a
transaction with an interested person within the meaning of the securities
legislation and the policies of TSX Venture Exchange. Consequently, Pixman will
require the approval of the acquisition of Pixnet's shares from its
disinterested shareholders at a special shareholders' meeting held to this end.
The date of this meeting will be announced at a later date.
It is important to note that Daniel Langlois did not participate, directly or
indirectly, in the decisions made by Pixman's Board of Directors in the context
of the negotiations and conclusion of the acquisition of all Pixnet's shares. A
special committee of the Board, comprising among others of Mr. Francois R. Roy
and Mr. Yves Gougoux, independent administrators of the transaction, was also
established to evaluate and recommend this acquisition to the Board of
Directors.
The conclusion of the acquisition of Pixnet's shares is subject, namely to:
i. The signing of a final acquisition agreement;
ii. The approval of the majority of Pixman's disinterested shareholders, such
approval to be presented to the shareholders at a special meeting called to this
end which will take place before December 31, 2008; and
iii. Obtaining all regulatory authorizations required by the applicable laws,
regulations and policies (by TSX Venture Exchange authorities and securities
authorities).
iv) An exclusive intellectual property licence agreement
Pixman also concluded an exclusive intellectual property licence agreement with
IDL. This licence authorizes Pixman to develop its dynamic community concept
called "Pixpal", in order to develop interactive applications as well as unique
UIs (user interface) that adapt to the limits and new opportunities of mobile
communications platforms such as mobile devices, PDAs or PCs.
Based on this cognitive approach, the "Contextual Windows" concept will provide
its users of virtual communities developed by Pixman, an original, simple and
easy interaction mode.
In consideration of the IDL licence, a 0.5% fee of the net value of all revenues
generated by the sale of goods built using or involving in the intellectual
property subject to the licence will be payable to IDL. However, the fee will be
limited to an annual maximum amount of $200,000. This licence is valid for a
period of five years and is renewable two times, for an identical period,
subject to Pixman's option.
Mr. Daniel Langlois is IDL's sole administrator and shareholder. As Mr. Langlois
is also administrator, Executive Chairman of the Board and a controlling
shareholder of Pixman, the conclusion of the licence agreement by Pixman is
considered to be a transaction with an interested person within the meaning of
the securities legislation and the policies of TSX Venture Exchange. This
agreement however is exempted from the need to obtain the approval of Pixman's
disinterested shareholders, within the meaning of section 5.7 1) c) of
Regulation 61-101 respecting Protection of Minority Security Holders in Special
Transactions. Consequently, Pixman will not require the approval of this licence
from its disinterested shareholders.
v) Issue of shares in satisfaction of a debt
With respect of the aforementioned transactions, Pixman also announces that
833,333 common shares of its capital stocks will be issued in order to settle a
$150,000 debt due by Pixman Corporation, a subsidiary of Pixman, to IDL, at
$0.18 a share, in accordance with TSX Venture Exchange policies.
Following the completion of the various transactions indicated above, IDL will
then own 40% of all Pixman's outstanding common shares, without regard for
outstanding share purchase warrants and the $1,500,000 private placement.
The aforementioned transactions are subject the approval of ruling authorities
which may apply.
Forward-Looking Statements
This news release contains forward-looking information. These statements relate
to future events or future performance of namely the acquisition of Pixnet and
the private placements mentioned in this news release, placements that are
subject to certain conditions, namely the signing of final agreements, and
reflect management's current expectations and assumptions. Such forward-looking
statements reflect management's current beliefs and are based on information
currently available to management of Pixman Nomadic Media Inc. A number of
factors could cause actual events, performance or results to differ materially
from the events, performance and results discussed in the forward-looking
statements. These forward-looking statements are made as of the date hereof and
Pixman Nomadic Media Inc. does not assume any obligation to update or revise
them to reflect new events or circumstances.
This news release does not constitute in any way an offer or an offer to buy
Pixman Media Inc. stocks.
TSX Venture Exchange has in no way passed upon the merits of the planned
operation and has neither approved or disapproved the contents of this news
release. Moreover, TSX Venture Exchange has not reviewed and does not accept any
responsibility for the adequacy or accuracy of this release.
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