Mira VI Acquisition Corp.
TSX VENTURE : MVI.P

May 29, 2015 17:45 ET

Mira VI Acquisition Corp. Announces Merger Agreement With Perk.com Inc. in Respect of Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - May 29, 2015) -

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Mira VI Acquisition Corp. ("Mira") (TSX VENTURE:MVI.P) is pleased to announce that it has entered into a definitive agreement dated May 29, 2015 (the "Merger Agreement") with Perk.com Inc. ("Perk") pursuant to which Mira's wholly-owned subsidiary, Mira VI Subco Inc. ("Mira Subco"), will merge with Perk (the "Merger") to complete Mira's qualifying transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange Inc. (the "TSXV"). The Merger is structured as a reverse-triangular merger under the Delaware General Corporation Law. As a result of the Merger, Perk will become a wholly-owned subsidiary of Mira. Upon completion of the Merger, it is intended that Mira will be known as "Perk.com Inc." (the "Resulting Issuer"). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of conditions to closing as set out in the Merger Agreement.

About Perk

Perk, which was initially named Jutera, Inc. was formed on December 29, 2009 under the laws of Delaware. Perk provides a rewards platform targeting consumers primarily by providing cash and gift card rewards for people's every day mobile and internet activities. Headquartered in Austin, TX, Perk offers Perk Points, a digital reward, earned by members for a wide variety of activities including shopping, watching videos, and playing social games.

Perk currently owns and operates 12 mobile applications allowing members to earn Perk Points. Perk also operates numerous owned websites. In addition to offering Perk Points through its own mobile applications and websites, in 2015, Perk launched its Appsaholic Software Development Kit ("Appsaholic SDK") which allows mobile and desktop publishers to reward their users with rewards, such as gift cards, for engaging with the publisher's applications and websites.

On April 17th, 2015, Perk's wholly owned subsidiary, Perk.com Canada Inc. acquired the active business assets of Orion Foundry (Canada) Inc. This investment was made with the goal of extending Perk's loyalty platform and Appsaholic SDK to an already successful set of mobile apps and websites, mimicking the relationship Perk is developing with its third party customers through its Appsaholic SDK.

The current principal shareholders of Perk are:

Name: Percentage Held
(on a fully-diluted basis):
Surojit Niyogi 28.5%
Adam Salamon 16.1%
AVG Ventures, LP 22.2%
Ted Hastings 8.4%

Summary of Financial Information for Perk

The following table sets forth selected financial information for Perk for the financial years ended December 31, 2014 and December 31, 2013 and for the fiscal quarter ended March 31, 2015. The financial information has been prepared in accordance with International Financial Reporting Standards.


Three months ended (Unaudited)
Twelve months ended (Audited)
Income Statement Data (US$)
March 31,
2015
December 31,
2014
December 31,
2013
Total Revenues 5,895,322 17,640,469 5,402,437
Loss from Operations (480,819) 386,276 (645,606)
Net Loss (364,719) 71,509 (595,521)
Cash Dividends Declared - - -
As at As at
Balance Sheet Data (US$) March 31,
2015
December 31
2014
December 31
2013
Total Current Assets 8,051,258 9,370,880 3,369,084
Total Non-Current Assets 393,204 368,351 302,860
Total Assets 8,444,462 9,739,231 3,671,944
Total Current Liabilities 2,958,672 6,111,420 946,422
Total Non-Current Liabilities 654,624 838,457 330,676
Total Shareholders Equity 4,831,166 2,789,354 2,394,846
Total Working Capital 5,092,586 3,259,460 2,422,662

Perk Financing

Subject to the satisfaction of the applicable conditions, Perk intends to complete a private placement (the "Private Placement") of 4,000,000 subscription receipts (the "Subscription Receipts") on or about June 2, 2015, at a price of C$6.25 per Subscription Receipt for aggregate gross proceeds of C$25,000,000 (the "Offering"). Each Subscription Receipt will be convertible into one share of common stock of Perk (a "Perk Common Share") and will ultimately entitle the holder thereof to acquire one Resulting Issuer Voting Common Share (as such term is defined below).

Canaccord Genuity Corp. and Beacon Securities Limited have been engaged as lead agents in connection with the Private Placement (the "Agents"). The Agents will receive a cash commission equal to 6% of the aggregate gross proceeds of the Offering (the "Agents' Commission"), together with the option to purchase up to an additional 6% of the number of Subscription Receipts sold under the Offering (being up to an additional 240,000 Subscription Receipts) (the "Agents' Compensation Options"). Each Agents' Compensation Option will be exercisable to purchase one Perk Common Share at the price of C$6.25 for a period of 24 months following the completion of the Escrow Release Conditions (as such term is defined below).

The proceeds from the Private Placement (less certain expenses of the Agents in connection with the Private Placement) (the "Escrowed Proceeds") will be held in escrow until the satisfaction of certain escrow release conditions, including the confirmation that all conditions precedent to the Transaction, other than the release of the Escrowed Proceeds, have been satisfied (the "Escrow Release Conditions").

Principal Purposes of Funds

The funds to be available to the Resulting Issuer upon the closing of the Transaction are expected to be approximately C$25,244,200 (US$20,675,020) which includes the net proceeds of the Private Placement (US$18,475,020) and existing cash on hand of Perk and Mira estimated to equal US$2,200,000 immediately following the Merger. These funds are anticipated to be used, principally, as follows:

Principal Use of Funds(1)(2) Amount (US$)(3)
Milestones
Sales and Marketing - Team Expansion and Talent Acquisition (2) 3,000,000
Sales and Marketing - Consumer Acquisition 3,000,000
Sales and Marketing - SDK Team Establishment 3,000,000
Sales and Marketing - Corporate Brand Building 3,000,000
International Expansion 3,000,000
General Corporate and Working Capital Purposes 5,675,000
TOTAL US$20,675,020
Notes:
(1) The principal use of funds has been prepared based upon anticipated needs of the Resulting Issuer over a 24 month period. The anticipated use of funds are in US$ while the gross proceeds of the Offering will be C$.
(2) Anticipated future hires through to December, 2016.
(3) Exchange rate U.S.$1.00 = C$1.221

The Resulting Issuer intends to spend the funds available to it as stated above. There may be circumstances, however, where for sound business reasons, a reallocation of funds may be necessary.

About the Transaction

Mira will hold a special meeting of its shareholders on June 18, 2015, as it may be adjourned or postponed (the "Mira Meeting"), to approve, among other things, (i) the board of directors of the Resulting Issuer following the completion of the Merger; (ii) the appointment of Deloitte LLP as auditors of the Resulting Issuer; (iii) the Resulting Issuer's equity incentive stock option plan to take effect following completion of the Transaction; (iv) the consolidation (the "Consolidation") of the issued and outstanding common shares of Mira (a "Mira Share") prior to the Merger within a range of one (1) post-Consolidation Mira Share for every 41.6667 Mira Shares; (v) the change of the name of the Resulting Issuer to "Perk.com Inc."; and (vi) the creation of restricted voting common shares in the capital of the Resulting Issuer (the "Resulting Issuer Restricted Voting Shares").

Upon completion of the Consolidation, it is anticipated that the 12,500,000 issued and outstanding Mira Shares will be consolidated into 300,000 post-Consolidation Mira Shares.

Details regarding the Mira Meeting and the terms of the Resulting Issuer Restricted Voting Shares are available in a management information circular dated May 11, 2015 that has been mailed to shareholders of Mira. In addition, Perk will seek the requisite approval of a special majority of its stockholders to approve the Merger and related matters.

Under the terms of the Merger Agreement, at the effective time of the Merger, among other things:

(a) The Resulting Issuer will issue to holders of the Perk Common Shares, the Series AA preferred shares of Perk, the Series A preferred shares of Perk and the Series A-1 preferred shares of Perk (collectively, with the Perk Common Shares, the "Perk Shares") (including holders of Perk Common Shares issued upon exchange of the Subscription Receipts), approximately 17,864,605 voting common shares in the capital of the Resulting Issuer ("Resulting Issuer Voting Common Shares") and approximately 2,158,474 Resulting Issuer Restricted Voting Common Shares.
(b) Each holder of an outstanding option to purchase Perk Common Shares (of which 695,500 are issued and outstanding as at the date hereof) (each, a "Perk Option") immediately before the completion of the Merger shall exchange each such Perk Option for one (1) common share purchase option in the Resulting Issuer (each, a "Resulting Issuer Option") with such Resulting Issuer Option having substantially the same terms and economic value as the Perk Option being exchanged.
(c) Each Agents' Compensation Option will be exchanged for an economically equivalent compensation option of the Resulting Issuer.
(d) Each warrant to purchase Perk Shares will be exchanged for an economically equivalent warrant of the Resulting Issuer which will be exercisable to purchase Resulting Issuer Voting Common Shares.

The deemed issue price per Mira Share pursuant to the Transaction is C$0.15 per share on a pre-Consolidation basis (C$6.25 on a post-Consolidation basis, based upon a Consolidation of one (1) post-Consolidation Mira Share for every 41.667 outstanding Mira Shares).

The completion of the Merger is conditional on obtaining all necessary regulatory and shareholder approvals in connection with the matters described above and other conditions customary for a transaction of this type.

AVG Ventures, LP, a U.S. investment firm specializing in early to mid-stage technology companies, will upon completion of the transaction own approximately 3,333,330 Resulting Issuer Voting Common Shares representing approximately 15.4% of the share capital of the Resulting Issuer on a fully diluted basis (approximately 16.4% on a non-diluted basis). James Brown is the managing director of AVG Ventures, LP. The only other insiders of the Resulting Issuer will be its directors and senior officers.

Arm's Length Transaction

The Transaction is not a non-arm's length transaction in accordance with the policies of the TSXV and is not subject to Mira shareholder approval.

Interests of Directors and Officers of Mira

On March 9, 2015, Mobile Rewards Limited Partnership ("Mobile LP") entered into a restated and amended share and warrant purchase agreement with Surojit Niyogi, Adam Salamon and AVG Ventures, LP ("AVG") (the "Purchase Agreement") pursuant to which Mobile LP agreed to purchase (the "Purchase") (i) from Messrs. Niyogi and Salamon, 3,082,192 Perk Common Shares at US$2.92 per Perk Common Share and (ii) from AVG, 600,000 warrants to purchase the same number of Series A preferred shares of Perk at US$2.62 per warrant (collectively, the "Purchased Securities"), or 17.4% of the outstanding equity interests of Perk after the Private Placement, prior to the Merger, on a fully diluted basis.

On March 17, 2015, the Purchase Agreement closed in escrow, and an independent third party acted as escrow agent. At this time, the transaction has not been completed. The Purchase Agreement contemplates that the Purchased Securities will be released from escrow upon, among other things, the satisfaction or waiver of all conditions precedent to the completion of a liquidity event, such as the Transaction. Mobile LP will distribute (the "Distribution") all of the Purchased Securities to the limited partners thereof prior to the Transaction, after which Mobile LP will no longer have any interest in Perk.

Mr. Schmeichel, a director and officer of Mira, beneficially owns 115,298 warrants to purchase the same number of Perk Common Shares, being 0.55% of the issued and outstanding equity interests of Perk after the Private Placement, prior to the Merger, on a fully diluted basis. Jordan Kupinsky, a director of Mira and a proposed director of the Resulting Issuer, beneficially owns 158,534 warrants to purchase the same number of Perk Common Shares. In addition, it is expected that Mr. Kupinsky will purchase 70,300 Subscription Receipts pursuant to the Private Placement, which are convertible into the same number of Perk Common Shares. Mr. Kupinsky also has an interest in Mobile LP. Accordingly, subsequent to the completion of the Purchase and the Distribution, it is expected that Mr. Kupinsky will beneficially hold 764,410 Perk Common Shares and 293,654 warrants of Perk, or 5.01% of the issued and outstanding equity interests of Perk after the Private Placement, prior to the Merger, on a fully diluted basis. Kevin Taylor, a director of Mira, beneficially owns 14,412 warrants to purchase the same number of Perk Common Shares. In addition, it is expected that Mr. Taylor will beneficially purchase 172,110 Subscription Receipts pursuant to the Private Placement, which are convertible into the same number of Perk Common Shares. Mr. Taylor also has an interest in Mobile LP. Accordingly, subsequent to the completion of the Purchase and the Distribution, it is expected that Mr. Taylor will beneficially hold 1,501,151 Perk Common Shares and 273,132 warrants of Perk, or 8.4%. of the issued and outstanding equity interests of Perk after the Private Placement, prior to the Merger, on a fully diluted basis.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer.

Ted Hastings - Director, Chief Executive Officer

Mr. Hastings has been the Chief Executive Officer of Perk since April, 2015. From April 2012 until April 2015, Mr. Hastings was also the Chief Executive Officer of Rebellion Media Inc., a digital media company. Prior to joining Rebellion Media Inc., Mr. Hastings was the President of Cyberplex Inc. (currently known as EQ Inc.) from July 2010 until March 2012, a company focussed on digital media buying and marketing. Prior to joining EQ Inc., Mr. Hastings held the positions of Chief Executive Officer of Orion Foundry (Canada) (dba Tsavo Media), an online publishing company from October 2007 to June 2010, President of Geosign Corporation, also an internet media company from January 2007 to September 2007 and Chief Executive Officer of Global Beverage Group, Inc., a software sales and distribution company from January 2002 to December 2006. Mr. Hastings began his career as a chartered accountant at Deloitte LLP. He holds a bachelor of business administration degree from Wilfrid Laurier University. Mr. Hastings is also currently a director of Coreworx, Maintenance Assistant Inc., Communitech, Fongo, and Push Strength.

Surojit Niyogi - Director, President

Mr. Niyogi is a founder of Perk, and has been the President of Perk since January, 2015. Prior to that, Mr. Niyogi was the Chief Executive Officer of Perk from December 2009 until January 2015. From November 2008 until November 2009, Mr. Niyogi was also the Chief Operating Officer of Matrigistics Inc., a services company. Prior to joining Matrigistics Inc., Mr. Niyogi held the positions of Senior Software Engineer of Social Media Networks, Inc. from March 2008 to October 2008. From January 2004 through February 2008, Mr. Niyogi was a director of Tripod Computing Services Private Ltd., an information technology hosting company.

Adam Salamon - Director, Chief Operating Officer

Mr. Salamon is a founder of Perk and has been its Chief Operating Officer since October 2010. From May 2010 until October 2010, Mr. Salamon was also the Director of Business Development of Socialware, a software and services company. Prior to joining Socialware, Mr. Salamon held the positions of Partnerships Director of Bazaarvoice, a marketing solutions company from November 2005 until May 2010, and Sales Associate at Dell/Spherion from August 2005 until November 2005. He holds a Bachelor of Art degree from the University of Texas at Austin.

Jordan Kupinsky - Director

Mr. Kupinsky is President of JJR Private Capital, a firm he has been with since 2008. He also served as Managing Director of Windsor Private Capital from 2010 to 2014. Prior to joining JJR, he was a Vice President at Greenhill & Co., an independent global investment banking firm, listed on the NYSE, focused on mergers & acquisitions and financial restructuring from March 2006 to May 2008. Prior to joining Greenhill, Mr. Kupinsky held the positions of Vice President of Corporate Development and General Counsel at Minacs Worldwide Inc., a publicly traded company on the Toronto Stock Exchange ("TSX") from July 2002 to February 2005. Mr. Kupinsky began his career practicing corporate and securities law at Torys LLP in Toronto and was also an investment banking associate at Houlihan Lokey Howard & Zukin. Mr. Kupinsky is currently a director of Concordia Healthcare Corp. and Atlas Financial Holdings Inc. Mr. Kupinsky has served as a director of companies on the TSX and on the TSXV, including having served as a director of Xceed Mortgage Corporation from May 2012 through July 2013 when the sale of Xceed to MCAN Mortgage Corporation was completed. He holds a joint MBA and JD degree from the Schulich School of Business and Osgoode Hall Law School at York University.

Ben Colabrese - Director

Mr. Colabrese will be an independent director of Perk and is currently an independent business consultant. From May 2013 through December 2014, Mr. Colabrese was the Chief Financial Officer of Pelmorex Media Inc., the leading provider of weather information in Canada on television and digital media. Prior to joining Pelmorex Media Inc., Mr. Colabrese was the VP, Corporate Development at Rogers Communications from July 2005 through April 2013 and VP, Corporate Development at Call-Net Enterprises from September 2000 through July 2005 Mr. Colabrese began his career as an Telecommunications Consultant at IBEX Consultants in the U.K. and has over 20 years of experience in the Canadian telecom and media industries. He holds an MBA from the Richard Ivey School of Business at the University of Western Ontario, and a BA in Economics from the University of Waterloo.

James Brown - Director

Mr. Brown will be a director of Perk. Mr. Brown is Managing Director of AVG Ventures, LP. Mr. Brown is also currently a director of Landmark Infrastructure Partners LP and Bellicum Pharmaceuticals, Inc., which positions he has held since November and December, 2014, respectively. Prior to joining AVG Ventures in 2009, Mr. Brown was an independent investor and served on a number of Boards of Directors. He has also held executive operating roles at public and private technology companies, with positions in finance, legal, operations and strategy. From 1999 to 2002, he served as Executive Vice President and General Manager of OpenTV, Inc., a technology and media company, which he helped take through the IPO process. Later, he co-founded and ran the company's applications business unit, prior to its sale to Liberty Media. Earlier in his career, Mr. Brown was a Partner in the law firms of McDermott, Will & Emery in Menlo Park and Pillsbury Madison & Sutro in San Francisco. He received a B.S. in Accounting from Weber State University and J.D. from BYU Law School where he was Executive Editor of the Law Review.

Eytan Elbaz - Director

Mr. Elbaz will be an independent director of Perk. Mr. Elbaz is a co-founder and the Chief Strategy Officer of Scopely, Inc. a leading touchscreen entertainment network founded in 2011. From August 2007 through March 2015, Mr. Elbaz was also the Chairman of Deep Dive Media, an internet holding company. Prior to joining Deep Dive Media, Mr. Elbaz was Google's Head of Domain Channel from July 2003 until August 2007 here he grew the channel from $13 million to $600 million annually. Prior to working for Google, Elbaz was Vice President and a founding member of Applied Semantics (formerly Oingo), which was later acquired by Google. At Oingo, Eytan conceived the ideas for applying the company's meaning-based technology toward domain name selection and monetization, and toward contextual targeting, launched as Oingo AdSense in 2000. Mr. Elbaz holds a Bachelor of Science degree from the University of California, Los Angeles in computer science and engineering.

Jeff Collins - Chief Financial Officer

Mr. Collins has been the Chief Financial Officer of Perk since April, 2015. From August 2012 until April 2015, Mr. Collins was also the Chief Financial Officer of Rebellion Media Group Inc., a digital media company. Prior to joining Rebellion Media Group Inc., Mr. Collins was the Chief Financial Officer of Cyberplex Inc. (currently known as EQ Inc.) from August 2011 until August 2012, a company focussed on digital media buying and marketing. Previous to his appointment as Chief Financial Officer, Mr. Collins served as Senior Vice President Finance for Cyberplex from October 2010 to August 2011. Prior to joining Cyberplex, Mr. Collins held the position of Chief Financial Officer of Shoplogix, a developer of manufacturing performance management solutions from June 2007 until October 2010. Prior to joining Shoplogix, Mr. Collins was the VP Finance of Highjump Software, a global provider of supply chain management software from November 2006 until May 2007. Prior to joining Highjump Software, Mr. Collins was the Chief Financial Officer of Global Beverage Group Inc., a global provider of supply chain management software from April 2003 to November 2006. Mr. Collins began his career as a charted accountant at Deloitte LLP. He holds a bachelor of business administration degree from Wilfrid Laurier University.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Mira will file a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Merger, the Private Placement, Mira, Perk and the Resulting Issuer.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

The information contained or referred to in this press release relating to Perk has been furnished by Perk. Although Mira has no knowledge that would indicate that any statement contained herein concerning Perk is untrue or incomplete, neither Mira nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Mira, Perk, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction are intended to be completed, the use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals, the proposed business plan of Perk and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the Perk industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Mira and Perk have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. 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 Mira and Perk undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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

Contact Information

  • Mira VI Acquisition Corp.
    Jordan Kupinsky
    Director
    +1 416-972-6574

    Perk.com Inc.
    Adam A. Salamon
    Chief Operating Officer
    +1 512-827-2408