PARTA to acquire Toronto-based M Thirty Communications Inc., grants options
August 05 2012 - 1:38AM
PR Newswire (Canada)
TSXV: PAD MONTREAL and TORONTO, Aug. 8, 2012 /CNW Telbec/ - Parta
Dialogue , experts in Social Campaign Optimization and Social
Learning, announces that its board of directors approved the terms
of an agreement to acquire the Toronto-based firm M Thirty
Communications Inc. ("M30") (http://m30-inc.com), specializing in
social media, mass collaboration, and sharecasting which is the
distribution of branded content. The transaction price is solely
payable by the issuance by Parta, to M30 shareholders and to M30
current debt holders, of common shares of Parta at a deemed
valuation of $0.25 per Parta common share and is fully based on the
M30 revenues for the 12 month period following the closing of the
transaction. The parties have established a basic purchase price of
$1,875,000 (less M30 debt at closing currently estimated at
$200,000) based on last year discounted M30 revenues and
accordingly Parta shall issue up to 6,700,000 Parta common shares
at closing to M30 shareholders and to M30 current debt holders. A
maximum purchase price of $7,500,000 has also been established so
an additional maximum of 23,300,000 Parta common shares might be
issued upon final determination of the M30 revenues for the 12
month period following the closing of the transaction, also at a
deemed valuation of $0.25 per Parta common share. M30 debt at
closing, being estimated to be in the amount of $200,000, might
also be converted into common shares of Parta at the same deemed
valuation of $0.25 per Parta common share. Finally, for each common
share to be issued by Parta under the transaction, Parta will also
issue to its owner one quarter (1/4) of a Parta warrant entitling
its holder, for each whole Parta warrant, to acquire one (1) Parta
common share for a purchase price of $0.45 per Parta common share
to be exercised within the 18 month period following the closing of
the transaction. The completion of the acquisition is conditional
to final due diligence, execution of customary agreements, TSX and
other regulatory approvals. Shall the acquisition be completed, it
is expected that one of the founders of M30 and principal
shareholder, Mr. G. Edmund King, will become an insider of Parta
and will join its board of directors. Amongst other
accomplishments, Mr. King is well known in the financial community
as he served as Chairman and Chief executive officer of Wood Gundy
Ltd., of CIBC Wood Gundy Ltd. and as Chairman of the Investment
Dealers Association of Canada. Options grants Parta granted to one
of its employees options to acquire up to 300,000 common shares of
PARTA at the exercise price of $0.25 per common share, exercisable
on or before August 7, 2017, 100,000 of such options vesting upon
each anniversary date of the granting of such options providing the
option holder is still an employee of Parta as of such a dates.
Conditional upon having sufficient options available under the 10%
limitation imposed by the employees stock option plan of Parta,
Parta also granted to two of its senior officers fully vested
options to acquire in the aggregate up to 1,300,000 common shares
of PARTA at the exercise price of $0.25 per common share,
exercisable on or before August 7, 2017. About PARTA PARTA offers
Social Media and Social Learning solutions to its clients from
offices in Montreal, Paris and Mexico and is the developer of
leading eValue™ Social Media ROI Suite: www.evaluesuite.com
Many visionary businesses already employ PARTA's solutions for
internal and external online engagement. Among these are Renault,
Orange, Michelin, Hydro-Québec, Iusacell (Mexico), Dassault
Systems, Nestlé Waters and Crédit Agricole. www.partadialogue.com
PARTA is listed on the TSX Venture Exchange under the symbol PAD
and operates through two subsidiaries: #engagementlabs, an
all-digital agency offering a targeted range of social strategies,
customized engagement platforms and analytic tools to measure
performance and ROI totally focused on social engagement &
optimization: www.engagementlabs.com. edu-performance, totally
focused on internal engagement and productivity, Edu-Performance
offers customized Social Learning and online training solutions:
www.eduperformance.com. Other Information Investors are cautioned
that any information released or received with respect to the
acquisition of M30 may not be accurate or complete and should not
be relied upon. Completion of the acquisition of M30 is subject to
a number of conditions, including but not limited to, TSX-V
acceptance. There can be no assurance that the acquisition of
M30 will be completed as proposed or at all. The TSX Venture
Exchange Inc. has in no way passed upon the merits of the
acquisition of M30 and has neither approved nor disapproved the
contents of this press release. All information contained in this
news release with respect to Parta and M30 was supplied by Parta
and M30, respectively, for inclusion herein, and with respect to
such information, Parta and its board of directors and officers
have relied on M30. "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." PARTA DIALOGUE INC.
CONTACT: Paul Allard, President & CEO Parta Dialogue Inc. +1
(514) 831-4245 paul.allard@partadialogue.com
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