Engagement Labs Expands Into US and UK Markets With Acquisition of Leading Conversation Market Research Firm Keller Fay Group

TORONTO, ON--(Marketwired - Jul 27, 2015) - Engagement Labs (TSX VENTURE: EL) is pleased to announce that on Friday July 24, 2015 it completed the arm's length acquisition of 100% of the stock of Keller Fay Group, the global leader in measuring consumer brand conversations, with offices in New York and the United Kingdom.

The combination of the Keller Fay Group with Engagement Labs will result in the delivery of a gold standard toolset for Chief Marketing Officers and marketing professionals to measure their Total Social marketing performance.

Keller Fay was founded in 2006 by industry leaders Ed Keller and Brad Fay and in 2014 reported unaudited revenue of approximately US $3.65 million and, excluding approximately US $350,000 of EBITDA losses associated with its nascent UK operations, recorded 2014 EBITDA of approximately US$600,000. The company works on behalf of brands such as AT&T and Toyota, media such as CBS and ESPN, and agencies such as Omnicom and Universal McCann.

Further financial information about Keller Fay includes the unaudited balance sheet as of March 31, 2015 consisting of US$1.67 million in total assets including approximately US$950,000 of cash and total liabilities of US$1.37 million including deferred liabilities of US$1.17 million. Keller Fay reported unaudited revenue in Q1 2015 of US$832,000 and had an unaudited pre-tax positive net income of approximately US$20,000.

Consideration for the acquisition will consist of US $534,467.25 in cash, 10,426,673 common shares and two cash payments of US$215,000 on each of the first two anniversaries of the acquisition. Approximately 50% of the common shares will be subject to an escrow and released over a three-year period.

A key objective of the acquisition is to combine Keller Fay's industry-leading offline word of mouth measurement data and analytics with Engagement Lab's industry-leading social media analytics and technology platforms.

"We will offer an integrated point of view and one-stop-shop for clients seeking to understand how a brand's customers and prospects are engaging with the brand and with each other. This unique powerful integration allows for a much needed perspective on the power of conversations regardless of where they occur and how they affect brand and purchase behaviour," said Bryan Segal, CEO at Engagement Labs.

"Keller Fay's proprietary industry leading research and data quantitatively measures offline social conversations and the impact they have on purchasing decisions. Combined with Engagement Labs' proprietary eValue™ scoring tool, that measures digital social media marketing performance, marketers will, for the first time, be able to assess the online and offline impact of marketing investment in a single integrated fashion," said Segal.

Ed Keller, co-founder and CEO of Keller Fay, is a bestselling author and one of the most recognized names in conversational marketing. The publication of his 2003 book, The Influentials, has been called the "seminal moment in the development of word of mouth." Keller's most recent book, The Face-to Face Book (co-authored with COO Brad Fay), was named 2013 Best Book in Marketing by the American Marketing Association. In awarding them the prize, the AMA noted, "Ed Keller and Brad Fay in their book The Face-to-Face Book provide us with strong evidence that in today's high tech digital world, face-to-face real relationships matter most. This book with its simple and compelling message, does not so much as take us back to the basics but into the future of marketing with the basics."

"We are excited to be joining forces with Engagement Labs as we believe the combination of our respective proprietary online and offline social media measurement capabilities is a game changer, satisfying a growing need and filling a void in the global marketplace," said Keller. "Our combined ability to measure different channels, as well as our ability to provide actionable insights from such data and research is of significant value to marketing professionals. We will empower businesses to derive the maximum efficiency and effectiveness from their marketing investment through social amplification, both online and offline."

"We have already collaborated and mapped out our plans to launch a SaaS (software-as-a-service) offering featuring the data and analytics derived from Keller Fay research and complementing our eValue SaaS tools and solutions," added Segal.

Upon closing of the acquisition, Segal will be joined on the executive team by Ed Keller and Brad Fay who will become President and Chief Research Officer of Engagement Labs, respectively.

In addition, Mr. Bryan Segal, CEO, and Mr. Ed Keller, President, have been appointed to the Board of Directors of the Company. 

Mr. Adrian Teuscher is stepping down from the Board for personal reasons. "Adrian ‎has been a long standing Board member whose entrepreneurial instincts have been invaluable to the company. Adrian is a true gentlemen and we are very grateful for his service to the company," said G Scott Paterson, Chairman.

Paul Allard, founder, former Engagement Labs CEO and current Board member said: "‎Adrian was the first investor to believe in the vision I had and through our early challenging years, he always supported the company. Adrian understands the business and personal side of building an enterprise from start-up to becoming the serious business Engagement Labs has become."

Jon Bond of Tomorro LLC acted as a consultant to Engagement Labs on the acquisition and will receive a 2% fee payable in Units of Engagement Labs based on a price per share of $0.50 per share for a total of 244,400 Units, each Unit comprised of one common share and one half of a common share purchase warrant, each whole warrant exercisable for two years at a price of $0.75 per share. R&D Venture Partners acted as financial advisor to the Company and will receive a 1% fee payable in the same Units for a total of 122,200 Units and Cairn Merchant Partners LP also provided financial advice, for which they will receive cash compensation only. All consultants are at arm's length to Engagement Labs.

Engagement Labs Chairman G. Scott Paterson said, "We are delighted to add Ed Keller and Brad Fay to our Executive Management team and welcome the entire Keller Fay employee group to the Engagement Labs family. This business combination is a key piece of our larger strategic plan to position the company as the global leader in social media measurement. eValue measures the efficacy of a brand's owned social media properties (including Facebook, Instagram, YouTube and Twitter) and Keller Fay measures the impact of a brand's earned social media activity."

About Engagement Labs

Engagement Labs' eValue™ Score is the global benchmark for social media scoring. eValue Analytics Pro, an enterprise-grade social media analytics platform, scores brands between 0-100. eValue measures brands' social media and digital marketing efforts. It's composed of a series of metrics and key performance indicators (KPIs), including Engagement, Responsiveness and Impact, which is benchmarked against 100,000+ handpicked and verified brands.

The eValue score is composed of Engagement, Impact and Responsiveness metrics. Engagement is the level of interaction content receives on a specific social network, Impact is the unique reach content receives on a specific social network, and Responsiveness measures how much, how fast and how well a brand responds to actual conversations amongst its users.

Engagement Labs (TSX VENTURE: EL) offers intelligent social data, analytics and insights for organizations that are actively engaging on social networks. Offered as a SaaS or through an API, the eValue™ analytics platform allows brands to measure and maximize the effectiveness of their social media marketing campaigns, as well as measure that of their competitors across major social networks Facebook, Twitter, YouTube and Instagram. Engagement Labs maintains offices in Montreal, Toronto, Paris and New York. www.engagementlabs.com / www.evaluesuite.com