Dealnet (DLS:V) to Acquire EcoHome Financial
Acquisition to be Financed by a $30 Million Bought Deal Private Placement of Subscription Receipts
Dealnet Capital Corp. (“Dealnet” or the “Company”) (TSX VENTURE:DLS) today announced that it has entered into a definitive agreement to acquire EcoHome Financial Inc. (“EcoHome”), a premier non-bank lender in the Canadian heating, ventilation and air conditioning (HVAC) and home improvement segments, from Chesswood Group Limited (the “Acquisition”) for total consideration of approximately $35 million.
The cash portion of the purchase price will be financed from the proceeds of a bought deal private placement of Subscription Receipts of the Company described below, led by GMP Securities L.P., Paradigm Capital Inc., Cormark Securities Inc. and INFOR Financial Inc.
Under the terms of the definitive agreement, Dealnet will acquire all of the shares of EcoHome, which has a seasoned loan book of over $60 million and a year over year origination growth rate of approximately 40{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce}. The EcoHome portfolio consists of finance assets that have historically demonstrated low default rates and predictable revenue and cash flows. Key EcoHome lending facilities will transfer, and be increased on close adding low cost incremental capacity to Dealnet’s existing funding facilities.
“Our current platform is designed for large scale volume and to accept these acquisitions with no disruptions to business operations. With our incremental significant scale in origination volume we expect additional capital efficiencies in terms of lowering the cost of underwriting, driving incremental yield,” said Michael Hilmer, Dealnet’s Chief Executive Officer. “This acquisition will establish Dealnet as a new leader in the HVAC/Home Improvement consumer financing segment with a full market offering and end-to-end value added services. We continue to see opportunity for accretive acquisitions in markets where our equity and lending capacity, is a valuable currency. We will continue to focus on strong organic growth while continuing to review complementary acquisitions.”
Steven Small, Executive Chairman, stated “We have delivered on our penetration into the HVAC/Home Improvement space. This strong advance now allows us to continue as planned into retail and healthcare consumer finance. Our march to become the dominant ‘prime’ non-bank consumer finance company is proceeding as planned.”
As part of the Acquisition, Dealnet will acquire customer contracts, vendor finance agreements, employees, operating platform, systems, agreements and other assets of EcoHome. Dealnet expects to combine treasury functions, technology, risk and credit management and overall origination capabilities with no job loss due to the considerable growth trajectory demonstrated by EcoHome and Dealnet.
Under the terms of the agreement, Dealnet will satisfy the purchase price by a combination of (i) approximately $30 million in cash, (ii) common shares of Dealnet having an aggregate value of $3 million, and (iii) an unsecured convertible vendor take-back note in the principal amount of $2 million.
The Acquisition is expected to close in February, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
Cormark Securities Inc. and INFOR Financial Inc. are acting as the financial advisors to Dealnet on the Acquisition.
Bought Deal Private Placement
Dealnet has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P., Paradigm Capital Inc., Cormark Securities Inc. and INFOR Financial Inc. (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” private placement basis, 54,545,700 subscription receipts (the “Subscription Receipts”) of the Company at a price of $0.55 per Subscription Receipt (the “Offering Price”) for gross proceeds of approximately $30 million (the “Offering”).
Dealnet has also granted the Underwriters an option, exercisable up to two business days prior to the closing date of the Offering, to arrange for the purchase of up to an additional 8,181,855 Subscription Receipts at the Offering Price for additional gross proceeds of approximately $4.5 million. The net proceeds of the Offering will be used to fund the cash portion of the purchase price of the Acquisition, and Dealnet’s future growth as well as for general corporate purposes.
Each Subscription Receipt will entitle the holder thereof to receive, without payment of further consideration or further action, one common share of Dealnet (a “Common Share”) in exchange for each Subscription Receipt upon satisfaction of certain escrow release conditions, including the satisfaction of all conditions precedent (but for the payment of the purchase price) of the Acquisition, provided that the conditions have been satisfied by March 31, 2016.
The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”). Pursuant to the Subscription Receipt Agreement, the proceeds of the Offering, net of 50{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Underwriters’ fee payable in connection therewith, will be held in escrow pending delivery of notice of the closing of the Acquisition. If: (i) the Acquisition closing does not occur prior to 5:00 p.m. (Toronto time) on March 31, 2016; (ii) the Acquisition share purchase agreement is terminated at an earlier date; or (iii) Dealnet announces that it does not intend to proceed with the Acquisition, the subscription receipt agent and Dealnet will return to holders of Subscription Receipts an amount per Subscription Receipt equal to the Offering Price plus a pro rata share of the interest earned or deemed to be earned on the escrowed funds, net of any applicable withholding taxes.
The Offering is expected to close on February 5, 2016 and is subject to certain conditions, including the receipt of TSX Venture Exchange approval.
The Subscription Receipts will be sold in all of the provinces and territories of Canada on a private placement basis pursuant to the “accredited investor” exemption under National Instrument 45-106 – Prospectus Exemptions and certain other available and agreed upon exemptions. The Subscription Receipts, including the underlying Common Shares, will have a hold period of four months and one day from the closing date of the Offering.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Dealnet Capital Corp.
Dealnet is an engagement enabled consumer finance company that is initially focused on home improvement finance solutions including heating ventilation and air conditioning financing and leasing. Dealnet leverages its large scale customer service and engagement technology platform to attract home improvement dealers by providing front and back office services to them resulting in dealer origination growth.
For additional information please visit www.sedar.com.
- Published in Dealnet News, Financial Technology, News Home
Mobi724 Global Solutions Inc. (MOS:CSE) Announces the Closing of the Acquisition of IQ 7/24 Inc
Mobi724 Global Solutions Inc. (MOS:CSE) Announces the Closing of the Acquisition of IQ 7/24 Inc. and the Closing of a $662,000 Private Placement
– Momentum Public Relations – Dec.24, 2015
Mobi724 Global Solutions Inc. (“Mobi724” or the “Company”) (MOS:CSE), a technology leader in the digital incentives, couponing and payment space, announces that it has successfully completed the acquisition of 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the issued and outstanding shares of IQ 7/24 Inc. (the “Shares of IQ 7/24”), a leading Canadian provider of loyalty and customer-engagement solutions. The transaction is subject to the procedural formality of IQ 7/24 obtaining approval from its two (2) financial institutions.
The transaction includes an equity investment of $500,000 by Mobi724 in IQ 7/24 (the “Equity Investment”), exclusively for the purpose of growing IQ 7/24’s business. An initial $100,000 of the Equity Investment was disbursed at the date of the closing of the transaction on December 22, 2015, a second tranche of $150,000 of the Equity Investment will be paid prior to December 31, 2015 and the remaining amount of $250,000 of the Equity Investment will be disbursed in 3 instalments in January, February and March 2016. The purchase price for the Shares of IQ 7/24 will be paid in 2018 and will be based on agreed upon multiples of the revenue generated by IQ 7/24 in 2017 and during the first 6 months of 2018. The Equity Investment will be applied towards the purchase price of the Shares of IQ 7/24 acquired on December 22, 2015 and the payment of the balance of the purchase price (the “Balance”) will be paid 70{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} in cash and 30{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} in common shares of Mobi724 however the sellers have the option of receiving a larger percentage of the Balance in common shares of Mobi724 and a lower percentage of the Balance in cash.
In addition to creating a gain in operational efficiencies, through the sharing of datacentre, administrative and operating facilities, this acquisition will enable Mobi724 to incorporate IQ 7/24’s portfolio of global brands), as well as a full suite of additional loyalty functionalities, into Mobi724’s portfolio of solutions, including data analytics and expertise and rules based transactional platform. This acquisition will also add IQ 7/24’s proven capabilities to leverage data intelligence functionalities to enhance the global portfolio profitability of issuers’ cards.
“I.Q. 7/24’s multi-year agreements provide an attractive revenue model as they generate 95{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of recurring revenues,” stated Marcel Vienneau, CEO of Mobi724.
“We have been working closely with Mobi724 for some time and we are excited to formally become part of the Mobi724 family” declared Daniel Tardif, President of I.Q. 7/24.
Since the transaction is effective since April 1, 2015, Mobi724 will restate its financial statements to incorporate IQ 7/24’s financial statements as of April 1, 2015.
Closing of Private Placement of $662,000
Mobi724 also announces that it has successfully closed a Fourth Tranche private placement of $662,000 forming part of the $3,000,000 financing authorized in June 2015 of which $2,147,704 (including the funds raised through the secured convertible debenture issuance) has been raised to date. Pursuant to the private placement, 8,024,242 common shares of the Company were issued at a price of $0.0825. Some holders of the Fourth Tranche also received one (1) common share purchase warrant for every common share issued exercisable at a price of $0.0825 no later than March 31, 2016. The common shares are sold pursuant to exemptions from prospectus requirements to purchasers in Canada and will be listed on the CSE and will be subject to a four month hold period from the date of closing.
Conversion of Bona Fide Debt by Consultants and Management
The Company also announces that together with the closing of the Fourth Tranche private placement, the Company has issued 1,359,690 common shares in the capital of the Company at a price per share of $0.1125 resulting from the conversion of bona fide debt related to arm`s length consultant services and salary owed to management. The securities of the Company issued pursuant to the private placement are subject to a four-month hold period. The consultants and employees who have accepted common shares have satisfied the purchase price for the common shares by way of set-off of an aggregate amount equal to $152,965. The Company is extinguishing debts through the issuance of common shares as a means to reduce its level of accounts payable while preserving cash.
Conversion of Bona Fide Debt by IQ 7/24
Mobi724 also announces that prior to the completion of the aforementioned transaction with IQ 7/24 the parties agreed that the Company would issue 2,000,000 common shares of Mobi724 at a price per share of $0.05 to convert a bona fide debt owed by the Company to IQ 7/24. The 2 million common shares of the Company issued pursuant to this conversion of debt are subject to a four-month hold period.
Renewal of an Unsecured Convertible Debenture held by an Institutional Investment Fund
Mobi724 has renewed the terms of a convertible unsecured debenture issued on October 30, 2014 to an institutional investment fund in the amount of $1 million. The existing convertible debenture bears interest at a rate of 10{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} and matures on December 31, 2015. The capital carried forward of the renewed convertible debenture, which will accrue interest at a rate of 12{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} per annum and mature on December 31, 2015 (the “New Maturity Date”), is equal to $1,117,954. The renewed convertible debenture will be convertible at the option of the holder into common shares of the Company, on or prior to the New Maturity Date, at a conversion price of $0.35 per common share subject to a price adjustment clause, which is also subject to the Canadian Securities Exchange.
About I.Q. 7/24 Inc.
I.Q. 7/24 Inc. is a leading Canadian provider of loyalty and customer-engagement marketing solutions, driving increased retail profitability by creating customized retention, activation and loyalty programs. It has developed over the last 7 years as one of the most innovative and robust loyalty and rewards redemption platforms in the market. I.Q. 7/24 provides an agile, state-of-the-art technological platform as well as consulting services to manage programs and maximize retail ROI. I.Q. 7/24 presently specializes in both the automotive and power-sports industries, with about 300 dealerships across Canada and is expanding its expertise to include the hospitality and general retail sectors
About Mobi724 Global Solutions
Mobi724 Global Solutions (MOS:CSE), a corporation based in Montreal, Canada, is a technology leader in digital incentives and payment solutions. It offers a unique and fully integrated suite of solutions – PAYMENT-COUPONING AND LOYALTY all in one.
Our vision is to enhance the value of commoditized payment transactions to the players in this eco-system (ex: customers, banks, mobile carriers and retailers) by adding layers of intelligence to these transactions (i.e. smart transactions) in a seamless manner.
Mobi724 Global Solutions unleashes the true potential of both payment and couponing/rewards transactions for both online and offline points of sale.
The Corporation is fully dedicated to delivering unique “real time” and seamless digital promotional incentives (coupons including card linked coupons, bank cards, loyalty rewards) embedded into the most secured payment environment. The Corporation provides its customers with full and comprehensive traceability and enriched consumer data through its offering. Its solutions enable retailers, manufacturers, offer providers, mobile operators and card issuers to create, manage, deliver and “track and measure” incentive campaigns worldwide to ANY mobile device and allow its redemption at ANY point of sales.
Their credit and debit EMV payment solutions will allow banks to process end to end EMV transactions, focusing on authentication, approved security and quick merchant adoption which allows the users to process payments with a wide range of devices over a secure and seamless transaction.
Mobi724’s PCI and EMV cloud-based switch, with their device agnostic connectivity, simplifies deployment and integration, and introduces new payment and digital incentives solutions to the market enabling multi layered intelligent transactions therefore SMART TRANSACTIONS.
- Published in Financial Technology, Mobi724 Global Solutions, Mobile Technology, News Home, Technology