TORONTO, Dec. 30,
2022 /CNW/ - Prodigy Ventures Inc. (TSXV: PGV)
("Prodigy" or the "Company") today announced that it
has entered into an agreement (the "Agreement") dated
December 30, 2022 setting out the
terms of a proposed disposition (the "Transaction") by the
Company of all of the issued and outstanding shares of TCB
Corporation ("TCB"), the Company's wholly-owned subsidiary,
doing business as Prodigy Labs. The proposed sale will be made to
UST Global (Canada) Inc. or an
affiliate thereof (the "Buyer"), a party that is at arm's
length to Prodigy.
Pursuant to the terms of the proposed Transaction, Prodigy would
receive cash consideration of up to $12.5
million, $8.5 million of which
would be paid on closing and up to $4
million of which would be payable upon achieving certain
EBITDA and revenue targets. The earn-out payment of up to
$4 million is anticipated to be paid
within sixty (60) days following the expiry of the earn-out period
ending on June 30, 2024. In addition,
Prodigy will be entitled to a payment in respect of TCB's working
capital on closing which is anticipated to be approximately
$500,000 but will vary based on
the amount of accounts receivable collected following closing of
the Transaction. There are no finders fees payable in connection
with the Transaction.
Following completion of the Transaction, Prodigy intends to
focus its efforts on its IDVerifact and FICANEX Technology
businesses while continuing to review additional M&A
opportunities and other strategic alternatives. This transaction
completes the strategic transformation of Prodigy into a pure SaaS
platform business, which has been its objective since
inception.
The Transaction remains subject to the receipt of all applicable
regulatory and third party approvals, including the approval of the
TSX Venture Exchange (the "Exchange"), and the satisfaction
of other closing conditions including no material adverse change
having occurred between the execution of the Agreement and closing
of the Transaction. It is anticipated that shareholder
approval for the Transaction will be required by the Exchange but
that such approval will be provided by way of written consent of
the holders of at least 50% of the outstanding common shares of
Prodigy. There can be no assurance that the Transaction will
be completed as proposed or at all.
The Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the
contents of this press release.
About Prodigy Ventures Inc.
Prodigy delivers Fintech innovation. The Company provides
leading edge platforms, including IDVerifact™ for digital identity,
and tunl.™ for open banking and customer chat support, coupled with
seamless integration of our partners best-of-breed Fintech
platforms. Our services business, Prodigy Labs™, which is the
business being sold, provides technology services for digital
transformation. Digital transformation services include strategy,
architecture, design, project management, agile development,
quality engineering and staff augmentation. Prodigy has been
recognized as one of Canada's
fastest growing companies with multiple awards.
About UST
For more than 22 years, UST has worked side by side with the
world's best companies to make a real impact through
transformation. Powered by technology, inspired by people, and led
by our purpose, we partner with our clients from design to
operation. Through our nimble approach, we identify their core
challenges, and craft disruptive solutions that bring their vision
to life. With deep domain expertise and a future-proof philosophy,
we embed innovation and agility into our clients'
organizations—delivering measurable value and lasting change across
industries, and around the world. Together, with over 30,000
employees in 30+ countries, we build for boundless impact—touching
billions of lives in the process. Visit us
at www.UST.com.
Forward-Looking and Cautionary Statements
Certain information set out in this news release constitutes
forward-looking information. Forward looking statements are often,
but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "intend", "could", "might", "should", "believe" and similar
expressions. Such forward looking information includes references
to the terms and conditions of the Transaction and the ability to
satisfy the closing conditions. Although the Company believes that
the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, and that information obtained
from third party sources is reliable, they can give no assurance
that those expectations will prove to have been correct. Readers
are cautioned not to place undue reliance on forward-looking
statements included in this document, as there can be no assurance
that the plans, intentions or expectations upon which the
forward-looking statements are based will occur. By their nature,
forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties that contribute to the possibility
that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual
results in future periods to differ materially from any estimates
or projections of future performance or results expressed or
implied by such forward-looking statements. These risks and
uncertainties include, among other things, the risks that the
parties will not proceed with the Transaction; the delay or failure
to receive all applicable regulatory and third party approvals or
satisfy all applicable closing conditions; and risk factors set
forth in the Company's Management's Discussion and Analysis for the
three and six months ended September 30,
2022, a copy of which is filed on SEDAR at www.sedar.com.
Readers are cautioned that this list of risk factors should not be
construed as exhaustive. These statements are made as at the date
hereof and unless otherwise required by law, the Company does not
intend, or assume any obligation, to update these forward-looking
statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Prodigy Ventures Inc.