[ad_1]
TORONTO, April 29, 2019 (GLOBE NEWSWIRE) – iSIGN Media Solutions Inc. ("iSIGN" or "Company") (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing and Public Safety Alert Solutions announced today the details of the company's announcement of April 15, 2019 on the non-binding letter of intent signed with Coxcom Inc. ("Coxcom") and its company mother, Sat Reach Inc. ("Sat Reach") on April 12, 2019.
The consideration given in the letter of intent for the acquisition of 100% of the issued and outstanding shares of the two companies amounts to 27.5 million shares held by iSIGN at the price of $ 0.08. This issue of shares would represent approximately 16.8% of iSIGN's shares after the conclusion of the acquisition. The parties have agreed that 50% of iSIGN shares issued as payment for the acquisition will remain in escrow for at least one year from the closing date of the transaction. It should be noted that consideration depends entirely upon the completion of the due diligence progress and that the letter of intent is not binding on the parties.
The companies to be acquired are privately owned by a natural person who has no connection with iSIGN or its management. Coxcom is the operating entity and Sat Reach is a non-operating holding company.
This arm's length transaction is subject to approval by the TSX Venture Exchange and will constitute a fundamental transaction as defined in the Exchange's policies.
iSIGN will complete a $ 1.5 million private placement with proceeds of $ 1.1 million for iSIGN's own shares at a price of $ 0.08, for the issuance of $ 13.75 million. iSIGN's own shares, the balance of $ 400,000 being not less than the discounted market price, or the Market Price in the case of convertible securities, following the announcement of the material transaction under section 4.1 of Policy 4.1 of the TSX, for the purpose of making this acquisition. Proceeds of $ 1.1 million will be used to repay existing debts to Coxcom and Sat Reach. The remaining $ 400,000 will be used for working capital and finalization of existing software development. The closing of the acquisition is subject to completion of the private placement. The acquisition and the raising of private placement are subject to obtaining the approval of the TSX Venture Exchange.
The most recent financial statements prepared by management for the years ended December 31, 2018 and October 31, 2018 for Coxcom and Sat Reach, respectively, indicate combined revenues of approximately $ 3.535 million, primarily from the sale of computer equipment. of installation, continuous service and maintenance. ; a net loss before income taxes / recoveries of approximately $ 224,300; with total badets of approximately $ 1.396 million and total liabilities of approximately $ 1.638 million, excluding intercompany transactions.
The Company's unaudited company accountant reviewed the financial statements for the year ended 2017 and discloses combined products primarily derived from the sale of computer hardware, installation, ongoing service and maintenance, for $ 4.057 million; a net loss before taxes / income tax recoveries of approximately $ 405,500; with total badets of approximately $ 1.601 million and total liabilities of approximately $ 1.659 million, excluding intercompany transactions.
By averaging the statements of Coxcom and Sat Reach on their respective fiscal years ending at the end of the 2016-2018 fiscal year, we get combined annual revenues of about $ 4,843 million and a net loss of approximately $ 153,000 before the recovery of income taxes.
"We are excited to have the opportunity to acquire Coxcom. As a technology integrator and digital signage solutions provider, their company complements our business as a software provider as a proximity marketing and mobile security messaging service, "said Joe Kozar, President and CEO. General iSIGN.
iSIGN, as a software-as-a-service ("SaaS") company, was originally invited to partner with IBM as a software solution provider for IBM kiosks and other products. This partnership continues today and is still considered a source of data when it is integrated with digital signage networks via IBM display kiosks or other networks. .
ISIGN's hardware and software solutions continue to engage and integrate with digital signage companies to provide real-time measurement, accountability, and relevance to digital signage advertising and messaging.
ISIGN solutions can be integrated with digital signage in shopping malls, airports and other public areas. The acquisition of Coxcom clearly demonstrates iSIGN's added value for advertisers and digital network operators around the world. ISIGN's technology solutions should benefit Coxcom as a digital signage network integrator for many established brands and locations by integrating iSIGN's ability to deliver instant measurable data to every advertising campaign.
ISIGN's patented solutions, combined with the opportunity to promote Coxcom's digital integration and digital signage services to current and future customers, is expected to increase Coxcom's revenue and profitability.
Under the terms of the Letter of Intent, iSIGN will aim to sign a definitive share purchase agreement by May 15, 2019, subject to receipt of the current financial statements. Coxcom and Sat Reach, the completion of all the corresponding due diligence and compliance with the closing conditions. .
A more complete press release containing additional details (including a longer closing date) regarding the acquisition will be issued once the final share purchase agreement has been signed by all parties.
About iSIGN Media
iSIGN, a Canadian-based company based in Toronto, Ontario, is a pioneering SaaS-based software company in the field of location-aware security alert messaging and proximity marketing using Bluetooth® technologies. Wi Wi-Fi connectivity in complete confidentiality. As the creators of the Smart Interactive Signature Proximity Marketing product suite, iSIGN enables messages to be transmitted to nearby mobile devices, with reports and real-time badytics on a variety of metrics. Partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, TELUS and Mtrex Network Solutions. www.isignmedia.com
About Coxcom Inc.
For more than 21 years, Coxcom Inc. has successfully delivered integrated professional solutions in the areas of audiovisual / digital signage / structured cabling and access control, providing a single supplier offering in all aspects of planning and execution deployment. Coxcom has experienced solid growth and a long-term customer base, which it attributes to their commitment to customer satisfaction. Consistent quality of execution and reliability of service and support. Coxcom is a strategic business partner of various small, medium and large businesses. Coxcom continues to build and maintain long-term strategic relationships with its customers and suppliers. In addition to its head office staff located in Mississauga, Ontario, Coxcom Inc. also employs a key network of partners across Canada and partners in the United States for full coverage in North America. www.coxcominc.ca
Forward-looking statements
This press release may include certain forward-looking statements based on current expectations, which involve risks and uncertainties relating to iSIGN Media's business and the environment in which it operates. All statements contained in this document that are not statements of historical fact may be considered prospective, including those identified by the terms "anticipate," "believe," "plan," "estimate," "anticipate," " have "intent" and similar expressions as they relate to the company or its management. Forward-looking statements are not historical facts but reflect iSIGN Media's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. iSIGN Media does not badume any obligation to update forward-looking statements, nor to update the reasons why actual results may differ from those reflected in the forward-looking statements.
© 2019 iSIGN Media Solutions Inc. All rights reserved. All other trademarks and trade names are the property of their respective owners.
Company Contacts:
Joe Kozar
General manager
iSIGN Media Solutions Inc.
(905) 780-6200 ext. 105
[email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) badumes any responsibility for the accuracy of this release.
Source link
