SOURCE: Quest Ventures

November 18, 2015 15:52 ET

Quest Ventures Proposes to Acquire 100% of Slyce, Inc. for $0.85 per Share

Go Private Transaction to Generate Significant Synergies, Expand Operating Margins and Result in Meaningful Valuation Accretion as a private Company

TORONTO, ON--(Marketwired - November 18, 2015) - Quest Ventures, a private venture capital company, today announced that it has proposed to acquire all of the outstanding shares of Slyce, Inc. common stock for $0.85 per share. The transaction proposed to the Slyce, Inc. Board of Directors is to be structured as an all-cash deal.

The Quest Venture all-cash proposal represents a premium of greater than 485.17% over the unaffected price of Slyce, Inc. common stock as of November 17, 2015, the day immediately preceding disclosure of Quest Ventures' letter to the Slyce, Inc. Board of Directors advocating pursuit of a strategic transaction between Slyce, Inc. and Quest Ventures and over the closing trading price of November 17, 2015.

"Slyce's website highlights that it is currently working with over 6 of the top 20 leading retailers in N. America (10 announced contracts)," said an analyst from Euro Pacific Capital. "And this news is very encouraging to us, as the current market capitalization of the company does not reflect the true value of the company, the goal is to grow the Slyce, Inc. valuation as a private company and to invest $35M for R&D developing new and exciting commercial and defense based applications for the revolutionary visual search technology," said James Beals CEO of Quest Ventures. "We are fully committed to this transaction and are confident that both Slyce, Inc. stockholders and our stockholders will recognize the value of our proposal."

Financial and Strategic Benefits of the Proposal

  • The all-cash offer represents a compelling premium of 485.17% over the Slyce, Inc. closing share price, November 17 trading price for the stock.
  • Invest $35M into PrivateCo research to further develop the universal scanner that can read a barcode, QR code, prints, coupons and 3D objects for defense and commercial applications.
  • PrivateCo will launch the long awaited product called Scout, which is designed to be the visual equivalent of Siri. Scout can search discounts, coupons, rebates, or the user manual of the product on the picture taken by the user.
  • PrivateCo valuation grows to more than $1 billion and over an estimated 10 million unique visitors per month.

Quest Ventures delivered its proposal to the Slyce, Inc. Board of Directors today. Below is the text of the letter that was sent to the Slyce, Inc. Board of Directors:

November 18, 2015

Board of Directors
Slyce, Inc.
183 Bathurst Street, Suite 400, Toronto, ON, CAN, M5T 2R7

Dear Ladies and Gentlemen:

After many unsuccessful attempts to contact Mark Elfenbein on November 18, we are left to assume that the Board is not interested in further engaging with us regarding a strategic go private transaction involving Slyce, Inc. We are confident that we are well-positioned to swiftly consummate a transaction that will be in the best interests of Slyce, Inc. stockholders. We strongly believe a transaction involving our companies has a compelling strategic advantage and we demonstrate our firm commitment to bringing our two companies together. Outlined below is an updated proposal for the Board's consideration.

We propose to acquire 100% of the outstanding capital stock of Slyce, Inc. for a price of $0.85.

A private Slyce Inc. (PrivateCo) would have the ability to deploy technological innovations across an enormous footprint, creating an unmatched ability to deliver the best experience to the largest number of consumers and service providers alike. We are confident that the operating outlook for Slyce Inc. in a private company scenario would be substantially improved over its current prospects.

We believe the work required to finalize a mutually agreeable transaction would be quick, and we can manage it efficiently so as not to disrupt the Slyce, Inc. day-to-day operations. The definitive terms of our proposal could be agreed in the course of a week and completed within a few months, as promptly as the regulatory processes permit. Our proposal is not conditioned on the receipt of financing.

Our strong preference would have been to work with you on a confidential and cooperative basis. However, we have been unable to develop any meaningful dialogue with you for many days now and were disappointed by your unwillingness to open discussions with us following our many attempts to contact you. Furthermore, in light of the decrease in the Slyce, Inc. share price during the days that followed our November 17 letter to the Board expressing an interest in discussions, and further decreases following our November 18 attempts to contact you with an acquisition proposal, we determined it was advisable to publicly release the text of this letter concurrent with its delivery to the Board to ensure that your stockholders are fully apprised of the significant value afforded by our proposed transaction.

This letter does not represent or create any legally binding or enforceable obligations. No such obligations will be imposed on any party unless and until a definitive agreement is executed.

I assure you that this transaction has the highest priority for Quest Ventures. We look forward to working towards a transaction that creates value for all of our stockholders and, as we have indicated previously, we are prepared to meet with you immediately to discuss the same.

Sincerely,
James Beals
Chief Executive Officer
Quest Ventures

About Quest Ventures
Quest Ventures is a leading private venture capital company focused on media and Internet company. It is organized into four segments: eCommerce, Big Data, Logistics and Patent Development. Quest Ventures is headquartered in Toronto, Ontario and has offices worldwide. The Directors of Quest Ventures currently control less than 15% of the issued and outstanding shares of Slyce, Inc. Quest Ventures recently invested $10M for a 40% stake in Red Peach Gifts, a leading Canadian-based eCommerce company.

READER ADVISORY
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Quest Ventures.

Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Quest Ventures. Quest Ventures does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

Contact Information

  • For further information and interviews, please contact:
    James Beals
    Quest Ventures
    1-647-551-4395