SOURCE: Imperus Technologies Corporation

Imperus Technologies Corporation

February 02, 2015 16:00 ET

Ehud Kantzuker Discloses His Position in Imperus Technologies Corp.

TORONTO, ON--(Marketwired - February 02, 2015) - Imperus Technologies Corp. (the "Issuer") (TSX VENTURE: LAB) (FRANKFURT: ISX) (FRANKFURT WKN: A12B58). This press release is being disseminated as required by National Instrument 62-103 "The Early Warning System and Related Take Over Bids and Insider Reporting Issues" in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of the Issuer by Ehud Kantzuker ("Kantzuker") of Israel.

Kantzuker announces that on January 30, 2015, and as consideration for 100 ordinary shares of Diwip Ltd., a corporation existing under the laws of the State of Israel ("Diwip"), he received US$20,000,000 (as adjusted pursuant to a purchase price adjustment mechanism set forth in the agreement between, inter alia, Kantzuker and the Issuer (as defined below) and subject to an amount of US$2,000,000 that was put in escrow) and ownership of 15,279,140 common shares of IMPERUS TECHNOLOGIES CORP (the "Issuer" or "Imperus") representing 17.07% of the issued and outstanding common shares of the Issuer on a non-diluted basis. Assuming the issuances of all common shares issuable under the 70,644,500 subscription receipts of the Issuer and 4,238,670 compensation warrants of the Issuer issued on January 28, 2015, Kantzuker would hold 6.72% of the Issuer's common shares. The common shares issued to Gazmo were issued at a price of C$0.404 per share.

As disclosed by the Issuer in its press releases dated October 14, 2014 and February 2, 2015, Imperus is also obliged, under the terms of the Agreement to pay certain contingent earn-out payments to Kantzuker upon the achievement of certain financial milestones, as follows:

a) a payment of US$6,250,000, payable within 60 days after the first anniversary of the closing date, which amount may be increased to US$12,500,000 or decreased to US$0, should an agreed upon multiple of annualized revenue and annualized EBITDA of Diwip in the first year after closing be above or below a target milestone; and

b) a payment of US$6,250,000, payable within 60 days after the second anniversary of the closing date, which amount may be increased to US$12,500,000 or decreased to US$0, should an agreed upon multiple of annualized revenue and annualized EBITDA of Diwip in the second year after closing be above or below a target milestone.

All such payments will be paid in cash and common shares of the Issuer at a 4:1 ratio. The common shares issuable in respect of such payments are issuable at a price per common share of the Issuer that is equal to the greater of the 30 day VWAP ending on the third trading day prior to the applicable payment of the earn-out, and CDN$0.53 (or such higher price as may be required by the Exchange).

The securities were issued pursuant to an exemption under Section 2.16 of the National Instrument 45-106 "Prospectus and Registration Exemptions".

The common shares of the Issuer acquired by Kantzuker were acquired for investment purposes. Although Kantzuker may receive additional shares of the Issuer in the event that the previously mentioned milestones are met, Kantzuker has no current intention to acquire further shares of the Issuer. In the future, Kantzuker may, from time to time, acquire additional securities of the Issuer, may continue to hold his present position or may sell all or portion of his securities.

This press release is being issued in order to comply with the disclosure requirements under applicable securities legislation. This press release is not an admission that Kantzuker owns or controls any Imperus securities, or is a joint actor, with another entity.

A copy of the Early Warning Report may be found on www.sedar.com.

Contact Information

  • For further information with respect to Imperus, please contact: 

    Ms. Ute Koessler                                                      
    V.P. Corp. Dev. & Communications                                     
    IMPERUS Technologies Corp.
    T. 416-970-2551
    O. 604-336-2444
    E: ir@imperus.com
    W: www.imperus.com