DATABLE ANNOUNCES AMENDMENT TO LOI TO ACQUIRE LOCAL MARKETING SOLUTIONS GROUP
VANCOUVER, BC, Jan. 25, 2023 /CNW/ - Datable Technology Corporation (TSXV: DAC) (OTC Pink: TTMZF) (the "Company" or "Datable"), the developer of a proprietary, SaaS-based Consumer Lifecycle and Data Management Platform called PLATFORM3, announces that it signed an amendment ("Amending Agreement") to the Letter Of Intent ("LOI") to acquire (the "Acquisition") 100 percent ownership of Local Marketing Solutions Group, Inc.("LMSG") on January 17, 2023. The LOI was signed on September 23, 2022 (see press release dated September 30, 2022).
Pursuant to the terms of the Amending Agreement, Datable and LMSG agreed to extend the deadlines for the signing of a Definitive Agreement from November 15, 2022 to March 31, 2023 and for the closing date of the Acquisition from March 15, 2023 to April 28, 2023. All other terms of the LOI remain unchanged.
The Amending Agreement was agreed upon to allow LMSG to restructure its business as contemplated in the LOI and complete the audited financial statements required to finish due diligence and meet regulatory requirements.
Post-restructuring, LMSG's management estimates revenues of over C$14 million and positive EBITDA in 2022. The combined company is expected to have pro-forma 2022 consolidated revenues of over C$18 million and be positioned for strong growth and positive EBITDA in 2023.
LMSG provides marketing solutions and technology to national and international brands that drive revenue through local sales and marketing channels across the U.S. LMSG offers marketing automation technology and a comprehensive set of supporting marketing services and allowing corporate marketing control of brand image while facilitating dissemination of product and service content and materials for local channels. LMSG's customers include some of the largest global companies and thousands of SMBs across the U.S.
The Acquisition will add LMSG's national sales and operations team based in the U.S. and their complimentary portfolio of technology and products. LMSG and Datable are excited by the cross-selling opportunities and plan to sign an agreement to get started prior to the close of the Acquisition. Datable's existing customers are mostly leading U.S. based consumer brands that have very large advertising and marketing budgets for the products and services that LMSG provides. LMSG's sales team is keen to add Datable's proprietary Consumer Lifecycle and Data Management Platform to its offering for U.S. national brands and SMBs, with the potential to add high-margin recurring revenues.
The combined company is expected to have pro-forma 2022 revenues of close to C$18 million and be positioned for strong growth in 2023 and beyond. Datable believes that larger scale provides easier access to growth capital and human resources and establishes a platform for growth by acquisition in a fragmented market. LMSG brings a strong team with a track record of managing organic growth and acquisitions in the U.S. consumer marketing space, and an infrastructure to attract and retain senior sales and product development professionals.
Under the LOI, as amended by the Amending Agreement, Datable will acquire LMSG at a base value of C$14,350,000 by paying the owners of LMSG 287,000,000 common shares (the "Shares") of Datable at a deemed price of C$0.05 per Share. The LOI also contemplates the completion of the private placement first announced on June 20, 2022 and extended to October 4, 2022 pursuant to the press release dated September 1, 2022. The Definitive Agreement is expected to include terms customary to an acquisition including, but not limited to:
- A concurrent financing of C$2.0 million to fund the growth of the combined company,
- Employment agreements, including equity incentives for key members of the LMSG management team; and,
- Two of five directors of Datable to be appointed by LMSG.
Pursuant to the terms of the LOI, as amended by the Amending Agreement, the Definitive Agreement is to be signed no later than March 31, 2023 and the Acquisition is to be closed no later than April 28, 2023, unless extended by mutual agreement.
After the execution of the Definitive Agreement, it is expected the Acquisition will be subject to TSXV approval, completion of the financing set out above, delivery of audited financial statements for LMSG and other customary closing conditions.
Datable has developed PLATFORM3 a proprietary Consumer Lifecycle and Data Management Platform that is sold to global consumer brands. PLATFORM3 is delivered as a subscription service (Software as a Service model) and used by some of the worlds' most valuable consumer brands to access new consumer communities and engage them while collecting, analyzing, and managing their first-party data. PLATFORM3 incorporates proprietary technology to monetize the consumer data, including demographics and purchasing behaviour, by sending consumers targeted offers by email and text messages. For more information, visit datablecorp.com.
Local Marketing Solutions Group (LMSG), a holding company, was formed in 2012 by the executive management team of JGSullivan Interactive Inc. The purpose of the holding company, through merger and acquisition activity and organic growth, is to continue the expansion of offering the broadest and most efficient marketing solutions to national and international brands that drive revenue through local sales and marketing channels. LMSG provides marketing automation technology and a comprehensive set of supporting marketing services capabilities, allowing corporate marketing control of brand image while facilitating dissemination of product and service content and materials for local channels.
For additional information about the company please visit www.sedar.com. The TSX Venture Exchange Inc. has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release. 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. This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors – including the availability of funds and the results of financing efforts, – that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Datable Technology Corp.