WB III Acquisition Corp.

September 30, 2014 16:30 ET

JJR Private Capital Announces Proposed Qualifying Transaction of WB III Acquisition Corp. With TicToc Planet, Inc.

TORONTO, ONTARIO--(Marketwired - Sept. 30, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

WB III Acquisition Corp. ("WB") (TSX VENTURE:WXX.P) is pleased to announce that WB has entered into a letter of intent dated September 30, 2014 with TicToc Planet, Inc. ("TicToc"), a corporation existing under the laws of the State of Delaware, to complete a going-public transaction in Canada for TicToc (the "Proposed Transaction").

It is currently anticipated that the Proposed Transaction will proceed by way of a triangular merger transaction under Delaware law, pursuant to which TicToc will combine its corporate existence with a wholly-owned subsidiary of WB. For convenience, WB, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer".

WB intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will be an arm's length transaction.

TicToc is the provider of the Frankly mobile application. Frankly is a next generation messaging app that brings personality, emotion and privacy to mobile messaging with over one and a half million users on its platform. Frankly also recently launched its chat SDK initiative, which will enable other developers to integrate chat within their own apps with Frankly serving as the backbone of powering the in-app conversations. TicToc is indirectly controlled by SK Planet Co. Ltd., a wholly-owned subsidiary of SK Telecom, Korea's largest telecom company.

If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer (the "New Slate") will consist of between three (3) and seven (7) directors, all of whom will be nominated by TicToc, and the executive officers of the Resulting Issuer will be appointed by the New Slate. The New Slate will be put forth and nominated at a meeting of WB's shareholders to be held prior to the completion of the Proposed Transaction.

In conjunction with, and prior to the closing of the Proposed Transaction, TicToc intends to complete a brokered private placement of subscription receipts for gross proceeds of not less than US$15 million (the "Private Placement"). Each subscription receipt will be automatically exchanged for one common share of TicToc immediately prior to the completion of the Proposed Transaction and upon the satisfaction of specified escrow release conditions, including the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the Resulting Issuer on the TSX-V.

For the purposes of the Proposed Transaction, the deemed value of each common share of WB will be $0.15 (on a pre-Consolidation basis). Pursuant to the Proposed Transaction it is intended that: (i) the outstanding common shares of WB will be consolidated on the basis of a consolidation ratio to be determined based on the per share price of the Private Placement (the "Consolidation"); and (ii) the holders of TicToc common shares (including those investors in the Private Placement) will receive one common share of the Resulting Issuer in exchange for each outstanding TicToc common share (on a post-Consolidation basis). The outstanding options of WB will be adjusted accordingly to reflect the Consolidation. Following the completion of the Proposed Transaction, the securityholders of TicToc (including those investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Resulting Issuer.

A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of the Private Placement; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as WB's Qualifying Transaction by the TSX-V; receipt of approval for the listing of the common shares of the Resulting Issuer on the TSX-V; and shareholders of each of WB and TicToc approving the Proposed Transaction and/or other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Notice on forward-looking statements:

This release includes forward-looking statements regarding WB, TicToc and their respective businesses, as well as forward-looking statements regarding the Proposed Transaction and Private Placement. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement (and the proposed terms upon which each is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, market conditions, economic factors, TicToc's management's ability to manage and to operate the business and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and WB undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

WB is a capital pool company governed by the policies of the TSXV. The principal business of WB is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Contact Information

  • WB III Acquisition Corp.
    Ron D. Schmeichel
    Chief Executive Officer
    416-972-6294

    TicToc Planet, Inc.
    Steve W. Chung
    Chief Executive Officer
    415-861-9797