Xentel DM Incorporated

Xentel DM Incorporated
The Responsive Marketing Group Inc.

The Responsive Marketing Group Inc.

February 25, 2010 02:37 ET

Xentel and the Responsive Marketing Group Announce Proposed Merger

Creating a leading North American fundraising, specialty event and relationship marketing company providing increased revenue opportunities for the combined enterprise

CALGARY, ALBERTA and TORONTO, ONTARIO--(Marketwire - Feb. 25, 2010) - Xentel DM Incorporated (Xentel) (TSX VENTURE:XDM) and The Responsive Marketing Group Inc. (RMG) are joining forces to form a new North American fundraising, specialty event and relationship marketing company.

The transaction is intended to be effected by the issuance from treasury of approximately 8.3 million Class A common shares of Xentel to the existing RMG shareholders, including 2062766 Ontario Ltd. and certain private RMG holders. Based on RMG's current and historical financial results, it is anticipated that RMG will contribute annually an additional $0.02 earnings per fully diluted share and $0.06 EBITDA per fully diluted share to the combined entity.

The agreement among Xentel, RMG and RMG's shareholders was entered into on February 24, 2010. The agreement is subject to standard conditions precedent, the approval of the TSX Venture Exchange and the consent of holders of a majority of Xentel Class A common shares held by disinterested shareholders. It is anticipated that closing will be completed by March 5, 2010.

Michael Platz and Michael Davis will be Co - CEO's of the combined entity.

Michael Platz, Chairman of Xentel said, "This alliance opens new operational channels and, at the same time, compliments our current businesses. During our due diligence, both companies recognized many synergies which should improve productivity and profitability."

Michael Davis, CEO of RMG noted, "RMG and Xentel will bring together the talents of two dominant forces in the not for profit relationship management, marketing and fundraising sector, allowing the combined entity to embark on new opportunities that individually would not have been possible, including the immediate ramp up of operations when our clients desire."

Certain statements in this press release may constitute "forward looking statements" reflecting our current beliefs, plans, estimates and expectations. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or the combined companies to be materially different from any performance or achievement expressed or implied by such "forward looking statements". These risks and uncertainties include that the forecasted contribution to earnings and EBITDA of RMG may not be achieved. Our statements relating to anticipated combined performance is based primarily on prior performance of both companies. There can be no assurance that results of the combined company will be similar to the aggregated results of the two separate entities. Except as required by applicable securities laws, we undertake no obligation to update any forward looking statements for any reason after the date hereof to conform these statements to actual results or to changes in our expectations. 

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Xentel DM Incorporated
    Corporate Office West
    3710 Westwinds Dr NE, Bay 24
    Calgary, AB T3J 5H3
    403-270-4398 (FAX)
    Xentel DM Incorporated
    Corporate Office East
    8000 Jane St Tower A, Suite 401
    Concord, ON L4K 5B8
    416-633-4643 (FAX)
    Xentel Inc.
    101 NE Third Ave, Suite 203
    Ft. Lauderdale, FL 33316
    954-524-5183 (FAX)
    The Responsive Marketing Group Inc.
    1235 Bay Street, Suite 505
    Toronto, ON M5R 3S9
    416-921-2373 (FAX)