Wildlaw Capital CPC 2 Inc.

TSX VENTURE : WLD.P


April 24, 2014 13:24 ET

Wildlaw Capital CPC 2 Inc. Enters Into Definitive Agreement with AcuityAds Inc.

TORONTO, ONTARIO--(Marketwired - April 24, 2014) -

NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES

Wildlaw Capital CPC 2 Inc. ("Wildlaw CPC 2") (TSX VENTURE:WLD.P), a capital pool company, is pleased to announce that it has entered into a binding agreement dated April 24, 2014 (the "Definitive Agreement") with AcuityAds Inc. ("Acuity"), a Toronto-based, digital advertising technology company, to provide for the completion of a business combination with Wildlaw CPC 2 (the "Transaction"), as more particularly described below. The proposed Transaction and the Offering (as defined below) were initially announced in a Wildlaw CPC 2 press release dated March 25, 2014, indicating that Wildlaw CPC 2 and Acuity had entered into a letter of intent in respect of the Transaction.

The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the TSX Venture Exchange (the "TSXV"). If completed, the Transaction will constitute Wildlaw CPC 2's "Qualifying Transaction" (as such term is defined in TSXV Policy 2.4 - Capital Pool Companies).

In connection with the Transaction, Acuity will complete later today a private placement (the "Offering") of subscription receipts (the "Subscription Receipts") for gross proceeds of approximately $5.3 million pursuant to an agency agreement dated April 24, 2014 (the "Agency Agreement") with a syndicate led by Paradigm Capital Inc. ("Paradigm") and including Clarus Securities Inc. and Euro Pacific Canada Inc. (collectively, the "Agents"). Each Subscription Receipt will be sold at a price of $1.59 and will entitle the holder thereof to one post-Consolidation (as defined below) common share of Acuity upon the satisfaction of certain escrow release conditions.

About Acuity

Acuity is a leader in the programmatic marketing space, connecting advertisers to consumers online. With offices located in US and Canada, Acuity has over 50 employees and over 160 active clients, and focuses on delivering a tier-one digital advertising technology platform. Acuity's advanced programmatic marketing platform is powered by proprietary machine learning technology that allows advertisers to target and connect with their audiences across online display, video, social and mobile campaigns. Embraced by both large Fortune 500 enterprises and small to mid-sized businesses, Acuity makes it possible to target and connect with the right consumers, in the right places, at the right times and for the right price.

Acuity was incorporated under the Business Corporations Act (Ontario) on October 9, 2009, and its registered head office is located at 5775 Yonge Street, Suite 1801, Toronto, Ontario M2M 4J1. Acuity is primarily owned by its co-founders, Tal Hayek, Nathan Mekuz, Rachel Kapcan and Joe Ontman, each of whom beneficially owns approximately 22.6% of the outstanding Acuity common shares and is a resident of Ontario. The remaining 9.5% of Acuity's common shares is owned by other directors and employees of Acuity.

Acuity has rapidly expanded since its inception, with a total revenues increasing from $1,116,716 in 2011 to $10,156,384 in 2013, with an increase of 19%, on average, on a quarter-by-quarter basis since 2012. Average annual revenue per customer has grown approximately 40% since 2011. Acuity had revenue for the financial year ended December 31, 2013 of $10,156,384 and EBITDA of $700,992 (or approximately 6.9%). In the same period, Acuity had costs of revenue of $4,259,422 (or approximately 41.9%), for a gross profit of $5,896,962 and a net loss of $81,723. As at December 31, 2013 Acuity had total assets of $5,054,201, total liabilities of $5,867,597 and a shareholders' deficit of $813,396. All figures cited herein are based on unaudited financial statements of Acuity and are subject to change.

Acuity has recently expanded its operations into the United States, having opened an office in New York in the second quarter of 2013. Acuity currently has 5 staff in the United States, covering New York, Texas and California.

The Qualifying Transaction

Pursuant to the Transaction, Wildlaw CPC 2 and Acuity will complete a "three-cornered" amalgamation under the provisions of the Business Corporation Act (Ontario), pursuant to which Acuity will amalgamate with a wholly-owned subsidiary of Wildlaw CPC 2 (the "Amalgamation").

Immediately prior to the closing of the Amalgamation, Wildlaw CPC 2 will complete a consolidation (the "Wildlaw CPC 2 Consolidation") of the common shares of Wildlaw CPC 2 on the basis of 31.8 pre-consolidation shares for one (1) post-consolidation share and Acuity will complete a consolidation (the "Acuity Consolidation") of the common shares of Acuity on the basis of 6.5 pre-consolidation shares for one (1) post-consolidation share. The Wildlaw CPC 2 Consolidation reflects a deemed Transaction value of $0.05 per Wildlaw CPC 2 common share (on a pre-Wildlaw CPC 2 Consolidation basis).

Upon completion of the Acuity Consolidation, Acuity's existing shareholders will own 16,995,522 post-Acuity Consolidation common shares. A total of 16,995,522 Resulting Issuer common shares will be issued to existing Acuity shareholders at a deemed issue price of $1.59 per share. A total of 479,153 Resulting Issuer options (at a weighted average exercise price of $0.93) will be issued Acuity's existing optionholders.

Pursuant to the Amalgamation, the outstanding common shares of Acuity will be exchanged for common shares of Wildlaw CPC 2 on a 1:1 basis, resulting in the existing holders of common shares of Acuity (including investors under the Offering) becoming holders of common shares of Wildlaw CPC 2 post-Transaction. Subject to TSXV approval, the outstanding convertible securities of Acuity will be exchanged pursuant to the Amalgamation for comparable securities of Wildlaw CPC 2, having substantially the same terms and conditions (and, for greater certainty, being economically equivalent to the exchanged convertible securities of Acuity). The amalgamated entity will be a wholly-owned subsidiary of Wildlaw CPC 2 post-Transaction and Wildlaw CPC 2 on a post-Transaction basis will be the "Resulting Issuer" (as such term is defined under the rules of the TSXV).

Prior to the Amalgamation, Acuity may complete one or more corporate reorganizations or other transactions as are deemed appropriate by the board of directors of Acuity to accommodate efficiencies for various legal structures, tax and accounting treatment and securities regulation, subject to the prior approval of such matters by Wildlaw CPC 2.

The material conditions required to be fulfilled by the parties prior to completion of the Transaction include the following: (i) the entering into of an amalgamation agreement and other agreements necessary in connection with the Transaction; (ii) receipt of all required approvals, including TSXV approval, the approval of the shareholders of Acuity in respect of the Transaction and related matters, the approval of the shareholders of Wildlaw CPC 2 in respect of certain matters related to the Transaction, and all necessary consents of lenders and other third parties, (iii) completion of the Acuity Consolidation and the Wildlaw CPC 2 Consolidation; (iv) upon completion of the Transaction, the Resulting Issuer meeting the applicable minimum listing requirements as a technology issuer, including, without limitation, the public float requirements of the TSXV; (v) immediately prior to the closing of the Transaction, each of the parties required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV; and (vi) certain other customary conditions for a transaction of this nature.

It is intended that the Resulting Issuer will be listed as a technology issuer. The parties will be seeking an exemption from the requirement for sponsorship of the Transaction, but in the event an exemption is not available, will seek a sponsorship relationship for this transaction with a member firm of the TSXV, and will update the markets accordingly.

The Transaction will constitute an arm's-length transaction, and as such, the Transaction will not require approval by the shareholders of Wildlaw CPC 2. Wildlaw CPC 2 intends to prepare and submit a filing statement in connection with the transaction in due course.

Proposed Directors and Officers of the Resulting Issuer

The existing directors of Acuity are Tal Hayek, Nathan Mekuz, Rachel Kapcan, Joe Ontman and Sheldon Pollack. Each of the foregoing individuals, other than Sheldon Pollack, is currently an officer of Acuity. Set forth below is information on each individual that is currently anticipated to be a director or officer of the Resulting Issuer upon closing of the Transaction.

Tal Hayek (Co-Founder, Chief Executive Officer and Director) - In 2004, Mr. Tal Hayek founded an ad-tech company, a marketing platform focused on lead generation and customer acquisition. In 2006, it was sold to a public company. Staying on for two years, Mr. Hayek was a key contributor in helping the company's revenue grow to $110 million in 2008. However, it was during his time at the helm that Mr. Hayek began to notice major inefficiencies in media buying. In 2009, Mr. Hayek shifted this value focus to digital advertising and Acuity was born.

Nathan Mekuz (Co-Founder and Chief Technology Officer) - Dr. Nathan Mekuz, Ph.D., played a key role in developing Acuity's machine learning algorithm. Through his expert guidance, Acuity's machine learning algorithm has been developed significantly, utilizing real time bidding technology to optimize campaign performance in real-time. Dr. Mekuz has been researching machine learning algorithms for statistical pattern recognition and predictive analytics since 1997. His work has been published and cited in numerous professional publications, textbooks and patents.

Rachel Kapcan (Co-Founder and Chief Operating Officer) - Ms. Rachel Kapcan began her career in the world-renowned Unit 8200 of the Israeli Intelligence Corps - whose alumni have gone on to found the backbone of Israeli high-tech, including Check Point, ICQ and AudioCodes. While in 8200, Ms. Kapcan developed and designed contextual information and research systems and led projects developing a full-text retrieval system, including morphological and soundex searches. More recently, Ms. Kapcan has managed multi-million dollar infrastructure projects in the financial services industry.

Joe Ontman (Co-Founder, Corporate Secretary and Director) - Mr. Joe Ontman founded OTA Business Centre Inc. in 1998, a computer-supply company focusing on large enterprises. With an excellent marketing team and plan in place, Mr. Ontman was successful in a highly competitive environment, landing clients including Mount Sinai Hospital, The Hospital for Sick Children, Credit Suisse, The University of Toronto, The Government of Ontario and many others. In 2007, he founded a successful affiliate marketing company specializing in client acquisitions via search marketing, email marketing and media buys.

Sheldon Pollack (Director and Chairman of the Board) - Mr. Sheldon Pollack is a serial entrepreneur, having started his first venture at the age of 16. Throughout his career, Mr. Pollack has played an active role in starting/funding a number of successful internet ventures. He co-founded OnX Enterprise Solutions in 1983 with just $10,000 in start-up capital. Mr. Pollack took OnX public in April 2000 and subsequently re-privatized the company in April 2009. Today, OnX has revenues over $750 million and offices throughout Canada, the United States and the United Kingdom. Mr. Pollack was an Ernst & Young, Entrepreneur of the Year finalist in 2000 and OnX was designated as one of Canada's Best Managed companies in 2008, 2009 and 2010.

Cathy Steiner (Chief Financial Officer) - Ms. Cathy Steiner has over 20 years of experience as chief financial officer, investment banker, capital markets advisor and management consultant for growth businesses. Prior to joining Acuity, she was chief financial officer of a publicly-traded company. Previously, she held the positions of Managing Director of Nucleus GC, an advisory services boutique, Executive Director Investment Banking for CIBC World Markets and Vice President Investment Banking for Yorkton Securities. In these roles Ms. Steiner advised companies at all stages of development on financings, mergers and acquisitions, business development and growth strategies. Ms. Steiner holds an MBA (Schulich School of Business, York University), M.Sc. (McMaster University) and B.Sc. (University of Toronto), as well as the CPA, CA designation.

Roger Dent (Director) - Mr. Roger Dent is the chief executive officer of Quinsam Capital Corporation and is a director of Quia Resources Inc. He is also a member of the advisory board of Energex Petroleum Inc. From 2003 to 2011, he held various positions including portfolio manager with Matrix Fund Management Inc., where he managed the Matrix Strategic Small Cap Fund and the Matrix Small Companies Fund. He was formerly vice-chairman of one of Canada's largest independent investment dealers and was managing director and deputy manager of research at CIBC World Markets. He has an MBA from the Harvard Graduate School of Business Administration and a B. Comm. from Queen's University.

Paul Tsaparis (Director) - Mr. Paul Tsaparis is a member of the Board of Governors of York University. Most recently, Mr. Tsaparis was Vice-President of Technology Support for Hewlett Packard, following his term as President and Chief Executive Officer of Hewlett-Packard (Canada) Co. Between 1984 and 1998 he held progressively senior appointments within HP. Mr. Tsaparis holds an MBA from York University and an undergraduate degree in science and economics from the University of Toronto. He is past Chair of the Information Technology Association of Canada (ITAC) and past Chair of the ITAC Board of Governors. He is a board member of the National Aboriginal Achievement Foundation (now Indspire), a past member of the Canadian Council of Chief Executives and Past Chair of Third Brigade, a security software company. He is a member of the Dean's Advisory Council of the Schulich School of Business at York, where he was honoured in 2004 with an alumni award for his contributions to York University. Mr. Tsaparis is also a past recipient of Canada's Top 40 Under 40 Award.

Igal Mayer (Director) - Mr. Igal Mayer is an accomplished executive in financial services for over 25 years. He is currently Co-Chairman and CEO of RDA Insurance. Previously, Mr. Mayer held various positions at Aviva plc over 23 years, including main board Executive Director, CEO Aviva Europe, CEO Aviva North America, CEO Aviva UKGI and, CEO Aviva Canada. Prior to this Mr. Mayer was CFO at Canadian General Insurance where he led the management buyout and successful sale of the company with New York private equity specialist KKR as its sponsor. Mr. Mayer is a Certified Public Accountant and Chartered Accountant and resides in Toronto Canada.

Gary Steinhart (Director) - Mr. Gary Steinhart is a lawyer and a partner of Cassels Brock & Blackwell LLP, where he is a senior member of its corporate law group. Mr. Steinhart practices corporate and commercial law with an emphasis on mergers and acquisitions, commercial agreements, financing transactions, business structuring and reorganizations. He has represented several technology companies over his 30 year career and was a director of OnX Enterprise Solutions Inc., a TSX listed company that was taken private in 2009. He is currently counsel for the Canadian units of several multi-national corporations and has extensive experience in cross-border transactions. Mr. Steinhart holds a BV Distinguished™ peer reviewed rating from Martindale-Hubbell and a LL.B. from Osgoode Hall Law School.

Yishay Waxman (Director) - Mr. Yishay Waxman is an entrepreneur, investor and start-up advisor. He has been in the mobile space for over 18 years, selling platforms and solutions to more than 350 operators worldwide. Most recently, he was the co-founder of Jumptap, Inc. (a widely recognized advertising network in mobile advertising), that was acquired in November 2013 by Millennial Media.

Private Placement

Pursuant to the Agency Agreement, Acuity will issue and sell approximately $5.3 million of Subscription Receipts to purchasers resident in Canada on the date hereof. Additional closings of the Offering may follow, for aggregate gross proceeds to Acuity of up to a maximum of $5.75 million.

Each Subscription Receipt will be sold at a price of $1.59 and will entitle the holder thereof to one common share of Acuity (on a post-Acuity Consolidation basis) upon the satisfaction of certain escrow release conditions (the "Conditions"), as discussed below, which must be satisfied within 90 days following the initial closing date of the Offering (which period may be extended by up to an additional 30 days) (the "Deadline"). The gross proceeds of the Offering will be held in escrow until the Conditions have been satisfied. Following the completion of the Acuity Consolidation, purchasers of Subscription Receipts will be issued an aggregate of 3,318,778 common shares of Acuity (on a post-Acuity Consolidation basis).

In connection with the Transaction, the common shares of Acuity issued pursuant to conversion of the Subscription Receipts will be converted into an equivalent number of common shares of the Resulting Issuer. Assuming the Conditions are satisfied, each Subscription Receipt will ultimately entitle the holder thereof to one common share of the Resulting Issuer. The Conditions are: (i) the Definitive Agreement between Acuity and Wildlaw CPC 2 regarding the Transaction shall have been entered into on terms acceptable to the Agents and all conditions precedent to the Amalgamation shall have occurred, (ii) the TSXV shall have conditionally approved the listing of common shares of the Resulting Issuer, (iii) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Amalgamation, and (iv) Acuity and Wildlaw CPC 2 shall not be in breach of any conditions of the subscription receipt agreement relating to the Subscription Receipts, and all conditions set out in the Agency Agreement shall have been fulfilled.

Following the completion of the Transaction, existing Acuity shareholders will own approximately 83.13% of the issued and outstanding common shares of the Resulting Issuer, existing Wildlaw CPC 2 shareholders will own approximately 0.64% of the issued and outstanding common shares of the Resulting Issuer and purchasers of Subscription Receipts will own approximately 16.23% of the issued and outstanding common shares of the Resulting Issuer.

The Agent will receive cash commission in the amount of 7% of the gross proceeds raised under the Offering, as well as Agent compensation options (the "Compensation Options") in an amount equal to 7.0% of the number of Subscription Receipts sold pursuant to the Offering, each of which will entitle the holder to acquire one common share of the Resulting Issuer upon the payment of $1.59 for a period of two years following the listing date of the Resulting Issuer. The Compensation Options shall only be exercisable upon satisfaction of the Conditions on or before the Deadline.

ABOUT WILDLAW CAPITAL CPC 2 INC.

Wildlaw CPC 2 is a capital pool company (CPC) formed under the TSXV CPC program.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

All information in this press release concerning Acuity has been provided for inclusion herein by Acuity. Although Wildlaw CPC 2 has no knowledge that would indicate that any information contained herein concerning Acuity is untrue or incomplete, Wildlaw CPC 2 assumes no responsibility for the accuracy or completeness of any such information.

Investors are cautioned that, except as disclosed in the 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 CPC should be considered highly speculative.

Neither 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 release.

Certain information in this press release may constitute forward-looking information, including without limitation the completion of the Offering, Amalgamation and Transaction, as well receipt of all necessary approvals in connection therewith. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Wildlaw CPC 2 assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Wildlaw CPC 2. Additional information identifying risks and uncertainties is contained in the Wildlaw CPC 2's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Contact Information

  • Wildlaw Capital CPC 2 Inc.
    Peter Schriber
    Chief Executive Officer
    (604) 341-3371