AtmanCo Inc.
TSX VENTURE : ATW

AtmanCo Inc.

June 09, 2016 09:30 ET

AtmanCo Announces Signature of a Letter of Intent for the Acquisition of VoxTel and a Private Placement of Up to $2.5 Million

MONTRÉAL, QUÉBEC--(Marketwired - June 9, 2016) - AtmanCo inc. ("AtmanCo" or the "Company") (TSX VENTURE:ATW), a leader and innovator in web psychometric test solutions for the corporate market and the consumer market, announces today the signature of a letter of intent with Oxil Invest S.A. for the acquisition of all of the outstanding shares of 9136-2897 Québec Inc. ("VoxTel").

VoxTel is a Canadian telecom company established in 1991 and a pioneer in the development of IVR applications, web applications and carrier billing for mobile and landline phones. Over the years, VoxTel has developed technologies to create a unique integrated mass communication platform. For the unaudited financial year ended December 31, 2015, VoxTel's sales were $13.4 million and its total assets were $2.6 million.

The letter of intent contemplates a purchase price of $3,400,000. Subject to certain adjustments, that price would be paid as follows: $1,500,000 cash at closing, $1,400,000 as a balance of sale payable over 5 years starting six months after closing, and the issuance at closing of common shares having a value of $500,000. No commission is payable and no change of control will result.

"There are strong synergies between the activities of AtmanCo and VoxTel. VoxTel's large database should allow us to accelerate the commercialization of our corporate and mass market solutions, including specifically online dating through the integration of Voxtel's Québec Rencontres website. AtmanCo should also benefit from improved payment solutions and cross-selling opportunities. In addition, VoxTel has a presence in markets where AtmanCo is absent, in particular Canadian provinces other than Quebec and in the United States. Finally, the acquisition of VoxTel should improve AtmanCo's financial flexibility, a pre-requisite for us to deliver on our business plan," said Michel Guay, President and CEO of AtmanCo.

The closing of this transaction between AtmanCo and VoxTel, which are dealing at arm's length, is conditional among other things on AtmanCo carrying out a satisfactory due diligence on VoxTel, obtaining all necessary regulatory approvals and the closing of the private placement described below. Closing of the transaction is expected on or about August 31, 2016.

Private placement

The Company also announces its intent to complete a private placement of up to $2,500,000. The net use of proceeds will be used to finance the acquisition of VoxTel and the Company's commercialization efforts.

Forward-Looking Statements Disclaimer

Certain statements in this press release may be forward-looking. Such statements include those with respect to the closing of the acquisition of VoxTel, the closing date thereof, the potential effect of that acquisition on the Company, the Company's ability to raise funds under the private placement and the use of the proceeds raised thereunder. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) All of the conditions for the transaction will be met. In particular, AtmanCo will complete a satisfactory due diligence on VoxTel's operations, finances, legal condition, etc., (ii) AtmanCo and VoxTel's shareholders will successfully negotiate and enter into a purchase agreement and other documents relating to the transaction, (iii) AtmanCo will successfully obtain the necessary regulatory approvals for the acquisition of VoxTel on commercially-acceptable terms, (iv) the acquisition of VoxTel will allow AtmanCo to achieve the anticipated synergies, in particular with respect to VoxTel's clientele, products and geographic markets, (v) AtmanCo will be successful in its efforts to identify and secure subscribers under the private placement and (vi) AtmanCo's management will not identify and pursue other business objectives using the proceeds of the private placement.

Factors that could cause actual results to differ materially from expectations include (i) the discovery in the course of the due diligence of negative factors with respect to VoxTel that would prevent AtmanCo from proceeding with the acquisition, (ii) the failure of the negotiations between the parties with respect to the final documentation, (iii) the Company's inability to achieve the anticipated synergies for any reason, including the refusal of VoxTel's clients to refuse to acquire AtmanCo's services or technical issues that prevent the integration of AtmanCo's systems with those of VoxTel, (iv) the Company's inability to secure subscribers under the private placement, (v) the Company's inability to make effective use of the funds raised under the private placement, (vi) the Company's inability to obtain the necessary regulatory approvals for the acquisition or the private placement, (vii) labour disputes or the materialization of similar risks, (viii) a deterioration in capital market conditions that prevents the Company from raising the funds it requires on a timely basis and (ix) generally, the Company's inability to develop and implement a successful business plan for any reason. A description of other risks affecting AtmanCo's business and activities appears under the heading "Risks Factors and Uncertainty" on pages 9 and 10 of AtmanCo's 2015 annual management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that AtmanCo will derive therefrom. In particular, no assurance can be given as to the future financial performance of AtmanCo. AtmanCo disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event, except as required under applicable law. The reader is warned against undue reliance on these forward-looking statements.

Additional information regarding the Company are available on SEDAR www.sedar.com

The TSX Venture Exchange and its Regulatory Services provider (as per meaning assigned to this term in TSX Venture Exchange's policies) bear no liability as to the relevance or accuracy of this press release.

ABOUT ATMANCO

AtmanCo is the publisher of a scientifically validated psychometric test. Through the HR cloud platform or the application program interface (API), the results allow the companies to optimize the talents of their human capital by improving the recruiting and organizational development success rate. AtmanCo's solutions also enable impacting the major consumer market by easily integrating them with our partners' technological solutions.

Contact Information