Intertainment Media Inc. ("Intertainment") (TSX
VENTURE:INT)(OTCQX:ITMTF)(FRANKFURT:I4T) announces that
Intertainment and its board of directors have reviewed various
options for the spin out of its subsidiary Ortsbo Inc. ("Ortsbo")
and have elected to proceed with a transaction structure (the
"Transaction") that it believes will be the most favorable to the
current security holders of Intertainment.
Intertainment and its board of directors undertook a thorough
review of the available options for the spin-out of Ortsbo,
including an Initial Public Offering (IPO) and several
alternatives, which took several months of discussions with US and
Canadian investment banks and professionals, and elected to move
forward with a transaction involving a listed capital pool company
with the support of the investment community.
As part of the Transaction, as described in further detail
below, Intertainment's Ortsbo subsidiary security holders will
retain 67% of the Consideration (as defined herein) for Ortsbo by
way of a common stock of the Resulting Issuer (as defined herein),
allowing it to gain from any increase in valuation of Ortsbo as an
independently listed company and to use those gains to reward its
shareholders while it continues to develop and support exciting new
technology and new media assets with the goal of creating
additional independent enterprises and to increase shareholder
value. The balance of the Consideration for Ortsbo, equaling 33%,
will be provided to the security holders of Intertainment by way of
a distribution of common stock of the Resulting Issuer.
Intertainment intends to hold a special meeting of shareholders to
approve the Transaction and will provide a record date for
Intertainment security holders and other pertinent information in
the information circular to be prepared in connection with the
Transaction.
Intertainment and its board of directors determined that this
Transaction vehicle will be the most favorable structure to the
current security holders of Intertainment as it will potentially
decrease the time required for senior exchange listing, potentially
allow for greater influence by the parties on the timing of the
Transaction, and allow the parties to structure the Transaction in
a manner such that shares of the Resulting Issuer to be issued as
part of the Transaction to the security holders of Intertainment
will be issued pursuant to exemptions from US and Canadian
securities registration requirements, subject to regulatory
approval.
"After careful and diligent consideration, the board of
directors and management of Intertainment felt that the value of
Ortsbo, in the long run, would best be reflected in an
independently listed environment where it could flourish and reward
the loyal shareholders of Intertainment both today and in the
future," said David Lucatch, CEO.
"This Transaction methodology ultimately provides the same
listing opportunity for Ortsbo as an IPO, but potentially provides
a more cost effective route for shareholders, allowing
Intertainment to increase distribution to shareholders to 33% and
retain a significantly large portion of Ortsbo for Intertainment to
fuel long term value for Intertainment," added Mr. Lucatch.
The Transaction
Intertainment entered into a letter of intent dated February 22,
2012 (the "Letter of Intent") with Capstream Ventures Inc.
("Capstream") (TSX VENTURE:CSP.P), a capital pool company listed on
the TSX Venture Exchange ("TSXV"), which contemplates: (1)
Capstream consolidating its share capital on a 14 old for one new
basis; (2) Capstream acquiring all of the issued and outstanding
shares of Ortsbo ("Ortsbo Shares") in consideration (the
"Consideration") of the issuance of 30,000,000 Capstream common
shares ("Capstream Shares"), on a post-consolidation basis, at a
price equal to the Private Placement Price (as defined herein) of
$7.00 per share, of which 20,100,000 Capstream Shares will be
issued to Intertainment's Ortsbo subsidiary security holders (67%
of the pre-financing value for Ortsbo), and the remaining 9,900,000
Capstream Shares will be distributed to the security holders of
Intertainment on a pro rata basis (33% of the pre-financing value
for Ortsbo).
In connection with the Transaction, the parties are
investigating the process of listing the common shares of the
resulting entity on a senior exchange in Canada and a potential
dual listing on a senior exchange in the US following the
completion of the Transaction.
The parties expect the Transaction will proceed by way of a plan
or arrangement under which Capstream will continue as an entity
(the "Resulting Issuer") listed on a senior exchange in Canada. The
business of the Resulting Issuer will be that of Ortsbo and it is
expected the Resulting Issuer will change its name to Ortsbo Inc.
Following the completion of the Transaction, it is expected that
Intertainment will continue to meet TSXV listing requirements based
on its remaining assets and will remain listed on the TSXV.
Following the completion of the Transaction and assuming the
completion of the minimum Private Placement described below, it is
expected that Intertainment's Ortsbo subsidiary security holders
will hold 20,100,000 (57.8%) shares of the Resulting Issuer,
Intertainment security holders will hold 9,900,000 (28.4%) shares
of the Resulting Issuer, subscribers under the Private Placement
will hold 4,285,714 (12.3%) shares of the Resulting Issuer and the
current shareholders of Capstream will hold 561,771 (1.6%) shares
of the Resulting Issuer.
The Transaction, when completed, is intended to be the
Qualifying Transaction for Capstream pursuant to TSXV Policy
2.4.
The parties have agreed to use their best efforts to complete
the Transaction by the earliest possible date. Further information
regarding the Transaction will be disseminated in a subsequent news
release as soon as further details are available regarding the
definitive terms of the Transaction.
Private Placement
Ortsbo intends to pursue a private placement of subscription
receipts of Ortsbo at a price of $7.00 per subscription receipt
(the "Private Placement Price") for a minimum of 4,285,714
subscription receipts for gross proceeds of CDN$30.0 million with
no specific maximum (the "Private Placement"). The Letter of Intent
provides that receipt of a minimum of CDN$20.0 million in gross
proceeds from the Private Placement is a condition precedent for
the closing of the Transaction.
The Private Placement will be on a best efforts basis with a
lead order expected in the CDN$20.0 million range as previously
announced on January 20, 2012.
The Company may pay finder's fees of up to 7% cash and 7% broker
warrants in accordance with TSXV policies. The completion of the
Private Placement is subject to TSXV acceptance, standard
conditions and other regulatory approval. Further details regarding
participating investment banks and broker dealers will be
forthcoming.
It is anticipated that each subscription receipt issued pursuant
to the Private Placement will entitle the holder to receive one
unit of Ortsbo, with each unit consisting of one Ortsbo Share and
one-half of one common share purchase warrant of Ortsbo ("Ortsbo
Warrant") without payment of any additional consideration, on
satisfaction of certain conditions. Each Ortsbo Warrant will
entitle the holder to purchase one Ortsbo Share for a period of two
years at a premium of 50% of the final pricing of the unit. Upon
the closing of the Transaction, the Ortsbo Shares and Ortsbo
Warrants will convert into Capstream Shares and Capstream common
share purchase warrants.
About Ortsbo Inc.
Ortsbo is a subsidiary of Intertainment, a publicly listed
company on the TSXV. Ortsbo was incorporated on July 6, 2010 under
the Ontario Business Corporations Act and its head office is
located the Toronto, Canada region with regional offices in Los
Angeles, CA, New York, NY and San Mateo, CA.
With over 40 Million monthly users in over 170 countries and
territories, Ortsbo (www.ortsbo.com) enables real-time
conversational translation in over 50 languages and seamlessly
integrates with today's most popular social media platforms. Ortsbo
allows users to communicate with family, friends and colleagues
around the world, providing users with the ability to break down
language and cultural barriers through its easy to use, language
centric interface.
Ortsbo's flagship product for social media supports global
communications with instant translation capability, real time
multi-lingual social media chat connects to PC and Mac computers,
mobile browsers as well as all major chat platforms including MSN,
Google, Facebook, Twitter and Yahoo! and others.
Ortsbo also provides plug-in email translation capabilities for
Microsoft Outlook.
Ortsbo's Live & Global platform offers a unique solution for
broadcasting events to a global audience, with video and real time,
multi-lingual chat. Ortsbo currently hold the Guinness World Record
for the most nationalities in an online chat.
About Intertainment Media Inc.
Intertainment is one of Canada's leading technology incubators
and is focused on developing, nurturing and investing in
technologies and companies that provide technology solutions for
brands and consumers alike. Intertainment also owns and operates a
number of key properties including Ad Taffy, itiBiti, Ortsbo, Deal
Frenzy and Magnum, with investments in leading edge technologies
and social media platforms including theaudience.com. For more
information on Intertainment and its properties, please visit
www.intertainmentmedia.com.
Intertainment is headquartered in the Toronto, Canada region,
with offices in New York, Los Angeles and San Mateo, CA and is
listed on the TSX Venture Exchange under the symbol "INT" (TSX
VENTURE:INT) and in the US on the OTCQX Exchange under the symbol
"ITMTF". Intertainment is also traded in Europe on the Frankfurt
Exchange on the XETRA trading platform under the symbol "I4T".
About Capstream Ventures Inc.
Capstream is a capital pool company under Policy 2.4 of the
TSXV. Capstream has no active business or operations and has no
material assets other than cash. The principal business of
Capstream consists of the identification and evaluation of
potential acquisitions or businesses, and once identified and
evaluated, the negotiation of an acquisition or business
combination, subject to receipt of regulatory and, if required,
shareholder approval.
Trading Update
This press release should not be considered a comprehensive
summary of the Transaction. Additional information required by the
TSXV will be disseminated at a future date following a satisfactory
review by the TSXV.
Trading of the Capstream Shares will remain halted pending
receipt and review by the TSXV of acceptable documentation
regarding the company following completion of the Transaction. The
proposed Transaction has not been approved by the TSXV and remains
subject to TSXV acceptance.
All information provided in this news release related to
Capstream has been provided by management of Capstream and has not
been independently verified by management of Intertainment and
Ortsbo.
All information provided in this news release related to
Intertainment and Ortsbo has been provided by management of
Intertainment and Ortsbo and has not been independently verified by
management of Capstream.
To learn more, visit: www.ortsbo.com
To learn more, visit: www.intertainmentmedia.com
Reader Advisory
This press release should not be considered a comprehensive
summary of the Transaction. Additional information required by the
TSXV will be disseminated at a future date following a satisfactory
review by the TSXV.
Investors are cautioned that, except as disclosed in the
Management Information Circular 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 Capstream should be
considered highly speculative.
Trading of the Capstream Shares will remain halted pending
receipt and review by the TSXV of acceptable documentation
regarding the combined entity following completion of the
Transaction. The proposed Transaction has not been approved by the
TSXV and remains subject to TSXV approval.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance. The
Transaction cannot close until the required approvals are obtained.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. In particular, forward-looking information
in this press release includes, but is not limited to, statements
with respect to timing and completion of the due diligence relating
to the Transaction, the entering into of the transaction and
financing documents and the satisfaction of the conditions
precedent to the Transaction (including receipt of TSXV approval).
Although we believe that the expectations reflected in the
forward-looking information are reasonable, there can be no
assurance that such expectations will prove to be correct. We
cannot guarantee future results, performance or achievements.
Consequently, there is no representation that the actual results
achieved will be the same, in whole or in part, as those set out in
the forward-looking information.
The forward-looking information contained in this news release
is expressly qualified by this cautionary statement. We undertake
no duty to update any of the forward-looking information to conform
such information to actual results or to changes in our
expectations except as otherwise required by applicable securities
legislation. Readers are cautioned not to place undue reliance on
forward-looking information.
The TSX Venture 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.
Neither the 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.
Contacts: Ortsbo Inc. / Intertainment Media Inc. David Lucatch
CEO 800-395-9943 / 905-763-3510info@intertainmentmedia.com
www.ortsbo.com / www.intertainmentmedia.com
Intertainment Media (CE) (USOTC:ITMTF)
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