GOLO Mobile Inc. Announces Agreement to Acquire eServus.com Online Services Ltd.
Combined entity expected to be the only company of its kind to offer last mile delivery and tenant engagement in one platform to property managers
eServus currently services approximately 75,000,000 square feet of commercial office tower space and the acquisition purchase price is $6.5 million, of which up to $2 million is payable in cash with the balance payable in common shares of GOLO, as described in greater detail below
GOLO will benefit from eServus' established presence in the property management sector, with the new combined entity expected to be relevant and versatile to property managers by offering a full suite of offerings to high population density areas on a price per square foot basis
Combined entity expected to leverage many synergies including the ability to significantly scale eServus' business by expanding into new markets created by eServus and increasing the combined footprint within its existing ones by adding more products and customers onto the combined entities' platform to be carried on under the GOLO platform
GOLO management to host conference call at 10 a.m. ET to discuss the transaction
Montreal, Quebec--(Newsfile Corp. - February 25, 2020) - GOLO Mobile Inc. (TSXV: GOLO) ("GOLO" or "the Company") today announced that it has entered into a definitive agreement dated February 24, 2020 to acquire all of the issued and outstanding shares of eServus.com Online Services Ltd. ("eServus") (the "Acquisition").
"This deal is transformational to GOLO as we will be the only company of its kind to offer last mile delivery and tenant engagement in one platform to property managers," said Peter Mazoff, President and CEO. "eServus complements our business quite nicely. We will be able to add more products on our platform as well as scale our business by expanding into new markets and increasing our footprint within existing ones."
"We are very excited to join the GOLO team," said Kirk Layton, CEO of eServus. "We look forward to combining our skillsets to help create a truly original company that will benefit property managers and their tenants."
The aggregate purchase price for the Acquisition is up to $6.5 million comprised of: (i) a cash payment of $2 million (subject to customary adjustments and an 18-month holdback to secure against potential post-closing indemnification claims); (ii) issuance at closing of 15,810,276 common shares in the capital of GOLO ("GOLO Shares") at a price of $0.253 per GOLO Share, being the volume weighted average trading price of the GOLO Shares on the TSX Venture Exchange (the "TSXV") for the five trading days prior to execution of the definitive agreement (the "5-day VWAP"); and (iii) issuance of an additional 1,976,284 GOLO Shares also priced at the 5-day VWAP, conditional upon the achievement of certain eServus performance objectives within 12 months of closing. The GOLO Shares issued to the vendors upon closing of the Acquisition will be subject to contractual resale restrictions for a period of 3 to 18 months following closing of the Acquisition depending on the vendor.
The Acquisition is a fundamental transaction under the policies of the TSXV. eServus and each of its shareholders is an arm's length party to GOLO. Closing of the Acquisition is subject to customary closing conditions for transactions of this nature including approval of the TSXV, receipt of satisfactory financing and all necessary third-party consents and approvals. Following completion of the Acquisition and the Private Placement (as defined and described below), there will be no new "control person" (as such term is defined in the policies of the TSXV). GOLO expects closing of the Acquisition to occur during the first quarter of 2020.
In connection with the Acquisition, GOLO has agreed to pay: (i) International Marketing and Distribution Corp a finder's fee of $165,000; and (ii) Canaccord Genuity Corp. an advisory fee of $200,000, in each case payable by the issuance of GOLO Shares at a price of $0.253 per GOLO Share (collectively, the "Acquisition Fees"). Payment of the Acquisition Fees is subject to acceptance of the TSXV.
Benefits to GOLO's Shareholders
GOLO provides eco-friendly delivery of everyday items, such as mobile food orders, pharmacy items, dry cleaning and pet supplies to individuals in high population density areas. The Company's focus is on office buildings, residential towers, corporate campuses, hospitals, airports and other highly populated areas. GOLO is publicly traded on the TSXV and its controlling shareholder is controlled indirectly by affiliates of Blackstone Group L.P. ("Blackstone") and the funds comprising CVC Capital Partners VI ("CVC").
GOLO's business also provides tangible benefits to property managers by way of increased tenant engagement and revenue sharing opportunities, which is where GOLO believes the acquisition of eServus will be particularly beneficial.
Founded in 1999 in Toronto, Ontario, eServus offers lifestyle services to property managers with community and building portals, such as discounted sports, concerts and entertainment tickets as well as hotel and car rental services. eServus offers these services through its tenant engagement platform and currently services approximately 75,000,000 square feet of commercial office tower space.
The combined entity is expected to be relevant and versatile to property managers by offering a full suite of offerings to high population density areas on a price per square foot basis.
The acquisition of eServus is expected to provide the combined entity with many synergies, the most important of which is leveraging a common technology platform and personnel. eServus will add its products on to GOLO's platform, while GOLO will be able to significantly expand its footprint within its current markets and new ones.
GOLO also announced that it intends to complete a non-brokered, non-arm's length private placement of an aggregate of 12,055,335 units of the Company (the "Units") at a price of $0.253 per Unit for aggregate gross proceeds of $3,050,000 (the "Private Placement") to James McRoberts (holder of approximately 20.0% of the issued and outstanding GOLO Shares), Joel Leonoff (currently serving as Vice Chairman of the board of directors of Paysafe Group Ltd., a company controlled by Blackstone and CVC) and Peter Mazoff (President and CEO and director of GOLO) (collectively, the "Interested Parties"). Each Unit will consist of one GOLO Share and one half of one warrant to purchase a GOLO Share (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one GOLO Share at a price of $0.45 per GOLO Share for a period of 24 months following closing of the Private Placement.
Closing of the Private Placement is subject to the negotiation and entering into of definitive agreements, approval of the TSXV and other closing conditions customary for offerings of this nature. Closing of the Private Placement is not conditional upon closing of the Acquisition.
GOLO intends to use the net proceeds of the Private Placement to: (i) fund the cash portion of the purchase price for the Acquisition; (ii) pay transaction costs for the Acquisition and Private Placement of approximately $250,000; and (iii) fund general working capital requirements of the combined business following completion of the Acquisition. GOLO also intends to complete an additional private placement for additional gross proceeds of at least $1.5 million within 6 months of closing of the Acquisition, the gross proceeds of which are expected to be used to fund additional general working capital requirements. Particulars of such additional private placement will be announced once available.
In connection with the Private Placement, Messrs. McRoberts, Leonoff and Mazoff are expected to purchase, directly or indirectly, 3,952,569 Units, 7,905,138 Units and 197,628 Units, respectively. As a result, the Private Placement will be a related party transaction for purposes of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101"). On the date hereof, Messrs. McRoberts and Leonoff own, directly or indirectly, approximately 20.0% and 0.5%, respectively, of the issued and outstanding GOLO Shares on an undiluted basis and Mr. Mazoff holds certain options to acquire GOLO Shares. Following completion of the Private Placement and the Acquisition, Messrs. McRoberts, Leonoff and Mazoff will hold, directly or indirectly, approximately 18.8%, 5.5% and 0.1%, respectively, of the issued and outstanding GOLO Shares on an undiluted basis. None of the Interested Parties has any interest in the Acquisition.
As GOLO is listed on the TSXV and is not listed on any stock exchange outside of Canada, it will rely on the exemption from the requirement to obtain a formal valuation in Section 5.5(b) of MI 61-101. As neither the fair market value of the Units to be issued, nor the consideration to be paid for the Units, pursuant to the Private Placement exceeds 25 percent of GOLO's market capitalization, it will rely on the exemption from the requirement to obtain minority approval in Section 5.7(a) of MI 61-101. To GOLO's knowledge, no formal valuation of GOLO or its securities or material assets has been made in the 24 months prior to the date hereof.
Following discussion and deliberation among the members of GOLO's board of directors (the "Board") who are independent with respect to the Private Placement, the Board determined that the Private Placement is in the best interests of the Company and the Private Placement was unanimously approved by the Board, provided that Mr. Mazoff disclosed his interest in the resolutions relating to the Private Placement and abstained from voting thereon in accordance with Section 120 of the Canada Business Corporations Act. Mr. Leonoff was not yet a director of GOLO at the time the Private Placement was approved by the Board. In considering and approving the Private Placement, the Board took into account factors including, but not limited to: (i) that the Private Placement is essential to, and will facilitate timely completion of, the Acquisition; (ii) GOLO's working capital needs and the fact that the Private Placement will provide necessary working capital; (iii) that the Private Placement will be completed at a price per Unit that is equal to the price per GOLO Share to be received by the Vendors in connection with the Acquisition, equal to the undiscounted 5-day VWAP and significantly in excess of the discount to market price that would be permitted by the TSXV rules; and (iv) its understanding that the terms of the Private Placement are likely more favourable to GOLO than those that would be obtained from arm's length investors.
GOLO expects that it will not file a material change report in respect of the Private Placement more than 21 days before the expected closing date of the Private Placement as the Company wishes to close the Private Placement on an expedited basis for sound business reasons and in a timeframe consistent with usual market practice for transactions of this nature.
Investor Conference Call
GOLO will hold a conference call and webcast for analysts and investors to discuss the transaction.
|DATE:||Tuesday, February 25, 2020|
|TIME:||10:00 am ET|
|DIAL-IN NUMBER:||647-427-7450 or 1-888-231-8191|
Forward Looking Information
When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements and information in this news release are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. The forward-looking statements and information in this news release include, without limitation: information relating to the Acquisition and the Private Placement including the timing and ability of the parties to satisfy the conditions to the completion thereof; the anticipated benefits of the Acquisition to GOLO and its shareholders; the characteristics of the combined entity; the approval of the TSXV for each of the Acquisition, the Acquisition Fees, the Private Placement; the expenses of the Acquisition and the Private Placement; the terms of the Private Placement (including the structure, subscribers, size, offering price, securities to be issued, terms of the Warrants, and gross proceeds); the use of proceeds from the Private Placement; the post-closing shareholdings of the Interested Parties; and the Company's intention to complete an additional private placement including the size, timing and use of proceeds thereof.
With respect to the forward-looking statements contained in this news release, assumptions have been made regarding, among other things: the completion of the Acquisition and the Private Placement; timing of receipt of approvals of the TSXV for the Acquisition, the Acquisition Fees, the Private Placement; GOLO's ability to integrate eServus' business and operations with GOLO's business and operations; the Company's ability to complete an additional private placement on acceptable terms or at all; the Company's ability to achieve, sustain or increase profitability, and fund its operations with existing capital and/or raise additional capital to fund operations; expenditures by the Company, merchants and customers in the Company's network; continuing demand for the Company's services and the pricing of such services; the ability of the Company to market its services successfully to existing and new merchants and customers; the economy generally; competition in the mobile delivery industry; stability of the general regulatory environment in which the Company operates; and the absence of significant disruptions to the Company's operations such as may result from harsh weather, natural disaster, accident or other calamitous event.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that the Acquisition, the Private Placement or any additional private placement will be completed on the terms contemplated in this news release or at all; there is no assurance that GOLO will obtain all requisite approvals for the Acquisition or the Private Placement, including the approval of the TSXV; following completion of the Acquisition, GOLO may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to GOLO; there is no certainty that GOLO will be able to successfully integrate eServus' operations or realize the expected benefits or synergies of the Acquisition; there may be liabilities associated with the Acquisition that could have a material adverse effect on GOLO's business, financial condition or future prospects; GOLO expects to incur a number of costs associated with the Acquisition and the Private Placement and integrating the operations of eServus with GOLO's existing operations and such costs may exceed GOLO's expectations or there may be additional unanticipated costs; although GOLO has expectations regarding the use of proceeds from the Private Placement, there may be circumstances where, for business reasons, a reallocation of funds may be necessary as may be determined at the Company's discretion and there can be no assurance as to how those funds may be reallocated; and the other risk factors that are set forth under the heading "Risk Factors" in the Company's Management Information Circular dated May 24, 2019, which is available on SEDAR at www.sedar.com.
GOLO cautions that the foregoing lists of assumptions and risks are not exhaustive. When relying on GOLO's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing assumptions and risks and other uncertainties and potential events. The forward-looking information contained in this news release represents the expectations of GOLO as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. GOLO does not undertake to publicly update or revise the forward-looking information contained in this news release to reflect new events or circumstances, except as required pursuant to applicable laws.
For Further Information:
Peter Mazoff, Chief Executive Officer
GOLO Investor Relations
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news 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.
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