ZoomerMedia Limited Announces Agreement for Sale of Assets of Darwin CX Inc.
19 5월 2020 - 7:42AM
ZoomerMedia Limited (“ZoomerMedia”) (TSXV: ZUM) is
pleased to announce today that it has entered into an arm’s length
agreement (“Purchase Agreement”) for the sale of substantially all
of the assets (“Darwin Assets”) of ZoomerMedia’s wholly-owned
subsidiary
Darwin CX Inc. (“Darwin”) to New
York–based
Irish Studio LLC (“Irish Studio”).
Irish Studio has agreed to purchase the Darwin Assets for
approximately $7,465,000 (CAD) (“Purchase Price”), of which
$700,000 (CAD) was paid to ZoomerMedia in cash concurrently on
signing of the Purchase Agreement. The remainder of the purchase
price is payable at closing of the transaction in a combination of
cash and a promissory note of Irish Studio in the amount of
approximately $1,280,000, subject to customary post-closing
adjustments.
The Darwin Assets are ZoomerMedia’s proprietary subscription
management platform.
The parties anticipate the transaction to close on or around
August 17, 2020. The transaction is subject to approval by the TSX
Venture Exchange and other customary closing conditions.
About ZoomerMedia Limited (TSXV: ZUM) Founded in
2008 by Moses Znaimer (Citytv, CP24, MuchMusic, Bravo! etc.),
ZoomerMedia is Canada's leading diversified multimedia company
devoted to creating content, services and experiences for Canada's
largest demographic - "Zoomers" or the 16.2 million Canadians aged
45plus - on all platforms: television, radio, print, digital, and
live events. ZoomerMedia’s television properties include VisionTV,
Canada’s only multi-faith specialty television service available in
9 million homes; ONETV: Get Fit, a 24-hour fitness and health
channel with yoga and exercise programs viewers can do from home;
JoyTV in Vancouver, Victoria, Surrey and the Fraser Valley; and
FAITHTV, the Nation's Faith Station. ZoomerMedia’s radio properties
include The New Classical FM (96.3 FM in the Greater Toronto
Area/103.1FM in Eastern Ontario/102.9FM in Southern Georgian Bay),
English Canada’s only commercial all-classical music radio service;
and Zoomer Radio (AM740 and 96.7FM in Downtown Toronto), playing
The Original Greatest Hits. ZoomerMedia also publishes ZOOMER
Magazine, the largest paid circulation magazine in Canada for the
mature market, everythingzoomer.com - Canada’s leading provider of
online content targeting the 45plus demographic, and On The Bay
Magazine, a regional lifestyle magazine published quarterly for the
20 towns and villages of Southern Georgian Bay, Ontario.
ZoomerMedia's tradeshow division operates The ZoomerShow in Toronto
and Vancouver, Canada's largest annual lifestyle expos and consumer
shows for the 45plus, and produces Moses Znaimer's 3-day ideaCity
conference. Both ZoomerMedia and CARP are located in The
ZoomerPlex, a 2.6-acre state-of-the-art production and live event
complex in Toronto's Liberty Village. For more information, visit
zoomermedia.ca. About Darwin CX Inc. Darwin CX is
a Toronto technology company that develops enterprise
software-as-a-service (SaaS) applications for publishers and
membership-based organizations. Designed to replace the legacy
technology that serves these industries, the Darwin platform
supercharges acquisition and retention through customer experience
orchestration, the conductor that keeps various departments and
systems aligned on customer intelligence management. As customer
expectations continue to change due to digital disruption, the
subscription economy is expanding rapidly, doubling between 2000
and 2015 to $480 billion in the U.S. and Canada. Darwin has seized
on this opportunity through three design principles that form the
heart of the platform: user-centricity, seamless integration, and
AI-powered expertise. Supporting that are a suite of tools for
marketing (digital experience, customer insights, personalized
marketing), commerce (omni-channel, order and data management,
financial reporting), and fulfillment (customer support, direct
mailings, data integrity). Media contact: Leanne
Wright Senior VP, Communications ZoomerMedia Limited +1
416-886-6873 leanne@zoomer.ca
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Note Regarding Forward-looking Statements
This press release contains "forward-looking statements".
Forward-looking statements can be identified by words such as:
"anticipate," "intend," "plan," "goal," "seek," "believe,"
"project," "estimate," "expect," "strategy," "future," "likely,"
"may," "should," "will" and similar references to future periods.
Examples of forward-looking statements include, among others,
statements we make regarding the anticipated closing timeline of
the transactions described herein.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the following: Economic and financial
conditions, including volatility in interest and exchange rates,
commodity and equity prices and the value of financial assets,
including such volatility caused by the ongoing COVID-19 pandemic,
and the ability of the parties to meet the closing conditions
including obtaining approval of the TSX Venture Exchange.
Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks
only as of the date on which it is made. Except as required by
applicable securities laws, we undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new
information, future developments or otherwise.
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