TIDMFFWD
RNS Number : 9665N
FastForward Innovations Limited
15 August 2017
15 August 2017
FastForward Innovations Limited
("FastForward")
Investee Company Update:
Schoold and Lingo Media agree to merge
Further to the 3 July 2017 announcement, FastForward is pleased
to announce that investee company, Vested Finance inc (trading as
Schoold Inc ("Schoold" or "the Company")) in which FastForward has
an equity interest of 11.6%, has announced that it has now approved
a definitive agreement dated August 10, 2017 (the "Agreement") to
combine in a merger of equals through an all-stock transaction (the
"Transaction") with Lingo Media Corporation (TSX-V: LM; OTCQB:
LMDCF; FSE: LIMA) ("Lingo Media". Schoold is a privately held
company, that is the leading mobile app for getting trusted advice
on applying to university in the United States and Lingo Media is a
global EdTech company involved in developing and marketing products
for learners of English. Shareholders should note that the
Transaction remains conditional on certain conditions being
satisfied as set out below.
Extracts of the news release made by both Lingo Media and
Schoold is set out below:
'The merger brings together the proven student-focused English
Language Learning capabilities of Lingo and the "must-have"
app-based mobile messaging and coaching services of Schoold. The
combination of the two complementary companies creates a global
platform for engaging, recruiting and coaching students, as well as
helping colleges to ensure international students succeed in
English. The operational efficiencies and scale that are expected
to result from the merger include the ability to provide
best-in-class English language learning resources to students
through Schoold's network of over 3,000 universities.
"This deal will accelerate the individual commercial success of
each company," said Lorne Abony, Fast Forward's CEO. "By combining
technology platforms and the ability to engage a broad range of
both domestic and international students, the new company will have
even more to offer university programs that face increasing
competition for applicants."
"This is about enabling thousands of traditional,
brick-and-mortar colleges and universities to focus on what they do
best: instruction," said Joe Ross, CEO of Schoold. "College
applicants and undergrads today discover, communicate and inform
themselves on mobile devices - and organize their days around apps
and mobile messaging. When it comes to finding and retaining
engaged learners - especially those for whom English is a second
language - colleges need help of the kind Lingo and Schoold are
best qualified to provide."
The Mobile Marketplace for Higher Education
Schoold is the leading mobile app for getting trusted advice on
applying to university in the United States. With over one million
served and thousands of rave reviews, the Schoold app functions as
a higher education marketplace, connecting prospective students
with colleges and universities. Recognized by U.S. News & World
Report as a "must-have" app for international students, Schoold is
democratizing access to higher education and helping students
everywhere get smart about investing in their future. Schoold is
available worldwide on iPhone, Android, and Kindle devices. Schoold
is a Delaware corporation with its head office in San Francisco,
California.
The following table sets out selected financial information of
Schoold as at and for the periods indicated:
Statement of Profit Year Ended Three-Months
and Loss Data Ended
(US$) December 31, March 31,
2016 2017
(audited) (unaudited,
not reviewed)
---------------------------- --------------- ----------------
Revenue $19,307 $30,197
---------------------------- --------------- ----------------
Expenses $5,000,438 $763,940
---------------------------- --------------- ----------------
Net Loss Before Other
Income and Expenses ($4,981,131) ($733,742)
---------------------------- --------------- ----------------
Net Loss and Comprehensive
Loss ($4,980,226) ($941,618)
---------------------------- --------------- ----------------
Balance Sheet Data As at As at
(US$) December 31, March 31,
2016 2017
(audited) (unaudited,
not reviewed)
---------------------------- --------------- ----------------
Assets $737,662 $26,463
---------------------------- --------------- ----------------
Current Liabilities $205,665 $298,415
---------------------------- --------------- ----------------
Liabilities $4,730,665 $1,141,616
---------------------------- --------------- ----------------
Transaction Highlights
-- It is expected that the Transaction will be completed by way
of three-corned merger under Delaware General Corporate Law between
Schoold and a newly formed, wholly-owned subsidiary of Lingo
Media
-- All stock, merger of equals transaction: Lingo Media security
holders 50%, Schoold security holders 50%
-- Lingo currently has 35,529,132 common shares ("Lingo Shares")
issued and outstanding and an additional 3,199,500 stock options
("Lingo Options") issued and outstanding, which are exercisable
into an additional 3,199,500 Lingo Shares, for an aggregate of
38,728,632 Lingo Shares outstanding on a fully-diluted basis
-- Lingo Media will issue Lingo Shares and Lingo Options to
current Schoold stockholders and Schoold option holders equal to an
aggregate of 38,728,632 Lingo Shares on a fully-diluted basis
-- Lingo Media will pay, subject to approval of the TSX Venture
Exchange ("TSXV"), a finder's fee equal to 1% of the value of the
Transaction up to a maximum of $140,000, as consideration for
efforts made in introducing the parties and facilitating the
Transaction. The finder's fee will be satisfied by way of issuance
of Lingo Shares (the "Finder Fee Shares") at a price per Finder's
Fee Share equal to the deemed issue price of any Lingo Shares being
issued as consideration for the Transaction
-- In connection with the Transaction, Lingo Media will seek
shareholder approval at a meeting of its shareholders (the "Lingo
Meeting") for the following: (i) a change of its name to a name
mutually agreeable to the parties (the "Name Change"), (ii) an
increase of the size of its board of directors from six to seven
directors, the re-election of three current members of the board
and the election of four new board members who will take office
upon completion of the Transaction ("Board Changes"); (iii) a new
stock option plan ("New Stock Option Plan"); and (iv) all such
other ancillary matters as may be required. The Name Change, Board
Changes and New Stock Option Plan being referred to as the Lingo
Approval Matters
-- The Transaction is subject to, among other things, receipt of
the requisite shareholder approval of Schoold, receipt of the
requisite approval of the Lingo Media shareholders of the Lingo
Approval Matters, completion of the Financing, sufficient lock-up
and leak out agreements being entered into by security holders of
both Schoold and Lingo Media, approval of the TSXV and other
standard closing conditions
-- The Transaction is an Arm's Length Transaction as defined in
the policies of the TSXV and no relationships exist between or
among Schoold and the principals of Lingo or between or among Lingo
and the principals of Schoold
Concurrent Financing
-- Schoold intends to complete a financing (the "Financing") of
subscription receipts (the "Subscription Receipts") and convertible
debt for minimum aggregate gross proceeds of $4,700,000, which
amount is subject to increase at the mutual agreement of Schoold
and Lingo and of which $850,000 has already been raised
-- Pursuant to the Financing, Schoold is expected to issue
convertible debt and Subscription Receipts ultimately convertible
into Lingo Shares at a minimum price of $0.40 per Lingo Share
-- Each Subscription Receipt shall be deemed to be exercised
immediately prior to the completion of the Transaction, without
payment of any additional consideration and without further action
on the part of the holder thereof
Resulting Issuer Capitalization (upon completion of the
Transaction)
-- Based on the current number of issued and outstanding shares,
it is anticipated that the Lingo will have approximately 77,192,924
Lingo Shares issued and outstanding assuming completion of the
Financing on the terms set out above (and including the issuance of
the Finder Fee Shares), of which current Lingo shareholders will
continue to hold 35,529,132 Lingo Shares, 31,738,667 Lingo Shares
will be issued to current Schoold shareholders, 350,000 Lingo
Shares will be issued as Finder Fee Shares and 9,575,125 Lingo
Shares will be issued to participants in the Financing. On a
fully-diluted basis, current Lingo stockholders and current Schoold
stockholders will each, as a group, hold an aggregate of 38,728,632
Lingo Shares upon completion of the Transaction.
-- It is also anticipated that there will be an aggregate of
10,189,465 stock options of the Company outstanding, exercisable
into 10,189,465 Lingo Shares
About Lingo Media
Lingo Media is a global EdTech company that is 'Changing the way
the world learns English', developing and marketing products for
learners of English through various life stages, from classroom to
boardroom. By integrating education and technology, the company
empowers English language educators to easily transition from
traditional teaching methods to digital learning.
Lingo Media provides both online and print-based solutions
through two distinct business units: ELL Technologies and Lingo
Learning. ELL Technologies provides online training and assessment
for English language learning, while Lingo Learning is a
print-based publisher of English language learning programs in
China.
Lingo Media has formed successful relationships with key
government and industry organizations internationally, with a
particularly strong presence in Latin America and China, and
continues to both extend its global reach and expand its product
offerings.'
Assuming the completion of the Financing at the minimum price,
it is expected that Fast Forward will be issued with Lingo Shares
representing approximately 6.99% of the issued and outstanding
shares Lingo.
For further information please visit www.fstfwd.co or
contact:
FastForward Innovations Limited info@fstfwd.co
Josh Epstein/ Ian Burns
------------------------------------------------------------
Beaumont Cornish Limited (Nomad) Tel: +44 (0) 207 628 3396
James Biddle / Roland Cornish
------------------------------------------------------------
Optiva Securities Limited (Broker) Tel: +44 (0) 203 411 1881
Ed McDermott
------------------------------------------------------------
CAUTIONARY STATEMENT
The AIM Market of London Stock Exchange plc does not accept
responsibility for the adequacy or accuracy of this release. No
stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein. All
statements, other than statements of historical fact, in this news
release are forward-looking statements that involve various risks
and uncertainties, including, without limitation, statements
regarding potential values, the future plans and objectives of
FastForward Innovations Ltd. There can be no assurance that such
statements will prove to be accurate, achievable or recognizable in
the near term.
Actual results and future events could differ materially from
those anticipated in such statements. These and all subsequent
written and oral forward-looking statements are based on the
estimates and opinions of management on the dates they are made and
are expressly qualified in their entirety by this notice.
FastForward Innovations assumes no obligation to update
forward-looking statements should circumstances or management's
estimates or opinions change.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUSANRBOAWAAR
(END) Dow Jones Newswires
August 15, 2017 02:00 ET (06:00 GMT)
Seed Innovations (LSE:SEED)
Historical Stock Chart
From Apr 2024 to May 2024
Seed Innovations (LSE:SEED)
Historical Stock Chart
From May 2023 to May 2024