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Leo Acquisition Corp. Enters Into Letter of Intent With Conversion Marketing-Communication Inc. in Respect of a Proposed Qualifying Transaction
By: Marketwired .
Feb. 8, 2013 01:50 PM
TORONTO, ONTARIO -- (Marketwire) -- 02/08/13 -- Leo Acquisition Corp. (TSX VENTURE:LEQ.P) ("Leo") is pleased to announce that it has signed a letter of intent (the "LOI") with Conversion Marketing-Communication Inc., a corporation existing under the laws of Ontario ("Conversion"), which outlines the general terms and conditions pursuant to which Leo and Conversion would be willing to complete a transaction that will result in a reverse take-over of Leo by the shareholders of Conversion (the "Transaction"). The LOI was negotiated at arm's length and is effective as of February 5, 2013.
The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") to be signed on or before March 31, 2013 (or such other date as may be mutually agreed in writing between Leo and Conversion). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions, including the approval of the directors of each of Leo and Conversion of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Leo and Conversion, as well as the conditions described below. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies, however, it is currently contemplated that the transaction will be structured as a securities exchange.
Leo is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It is a capital pool company and intends for the Transaction to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV. Leo is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta.
Since the Transaction is not a non-arm's length transaction, Leo is not required to obtain shareholder approval for the Transaction. However, Leo intends to hold a special meeting of shareholders to approve certain matters ancillary to the Transaction, including a consolidation of its shares and changing its name to Conversion Inc.
Trading in the common shares of Leo has been halted. It is unlikely that the common shares of Leo will resume trading until the Transaction is completed and approved by the TSXV.
Subject to TSXV approval, Leo has also agreed to provide to Conversion a secured subordinate loan in the principal amount of $50,000 as soon as possible following TSXV approval of same and agreement on standard loan and security documentation acceptable to Leo and Conversion, each acting reasonably.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing):
-- Conversion must complete a private placement financing (the "Offering") for minimum gross proceeds of not less than $2,000,000. The pricing of such financing has not yet been determined and will be dependent on various factors, including market conditions. -- Leo shall seek shareholder approval to consolidate (the "Leo Consolidation") its existing common shares (the "Leo Shares") on a 2 for 1 basis. -- The parties will prepare a filing statement in accordance with the rules of the TSXV, outlining the terms of the Transaction. -- Conversion and Leo will enter into a Definitive Agreement in respect to the Transaction on or before March 31, 2013. -- Conversion will obtain the requisite shareholder approvals for the Transaction. -- All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.
The Proposed Transaction
Pre-Closing Capitalization of Leo
As of the date hereof, Leo has 8,240,500 Leo Shares issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 1,248,000 Existing Leo Shares at an exercise price of $0.10 per Leo Share. Upon completion of the Leo Consolidation, Leo will have 4,120,250 Leo Shares outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 674,000 Leo Shares at an exercise price of $0.20 per Leo Share.
Pre-Closing Capitalization of Conversion
As of the date hereof, Conversion's authorized capital consists of an unlimited number of class A common shares, of which 4,000 are issued and outstanding, an unlimited number of class B common shares, of which 2,000 are issued and outstanding, an unlimited number of class C common shares, of which 1,000 are issued and outstanding, an unlimited number of class D common shares, of which 1,000 are issued and outstanding, an unlimited number of class E common shares, of which 1,000 are issued and outstanding, an unlimited number of class F common shares, of which 1,000 are issued and outstanding, an unlimited number of class G non-voting common shares, of which none are issued and outstanding and an unlimited number of class H non-voting common shares, of which none are issued and outstanding (all of the issued and outstanding shares of all classes collectively, the "Conversion Shares"). There are no convertible securities of Conversion currently outstanding. Conversion has an aggregate of $2.25 million of shareholder loans outstanding (the "Conversion Loans"). The Conversion Loans will be converted into Conversion Shares prior to the completion of the Qualifying Transaction and it is expected that after the conversion of the Conversion Loans, there will be 460,000 Conversion Shares issued and outstanding.
Warren Eddy, Goodwin Gibson, Jonathan Huth, Greg Geralde, Rob Rathke and Carey Mende-Gibson together own, directly or indirectly, all of the issued and outstanding shares of Conversion. Each of the foregoing shareholders of conversion are residents of Canada.
Terms of the Transaction
Leo proposes to acquire all of the Conversion Shares pursuant to the terms of a Definitive Agreement. It is expected that each shareholder of Conversion will receive 45.65 Leo Shares (on a post-consolidation basis) for each Conversion Share held (the "Exchange Ratio") resulting in the Leo Shareholders holding approximately 16.4% of the common shares of the combined entity (the "Resulting Issuer") and the former Conversion Shareholders holding approximately 83.6% of the common shares of the Resulting Issuer upon completion of the Transaction (immediately prior to giving effect to the Offering). All classes of Conversion Shares will be exchanged for common shares of Leo in connection with the Transaction.
Conversion Marketing-Communication Inc. provides enterprise organizations with optimized digital marketing performance and financial returns through a uniquely integrated approach. Using a proprietary diagnostic tool, The Conversion Index, the company has developed a platform on which it is building a service offering focused on driving long term client relationship and recurring revenues. The Conversion Index is a robust digital marketing evaluation and executive management tool focused on the development of focused, effective and integrated digital marketing strategies and tactics. The Conversion Index evaluates over 300 digital marketing data points that are scored against either best performance and or best practice benchmarks across the broadest spectrum of digital marketing activities inclusive of Search Engine Marketing, Content Marketing, Web Presence, Customer Relationship Management (CRM) Social Media as well as Measurement and Analytics. Clients benefit from the benchmarking scores that the Conversion Index generates as well as a detailed gap analysis that informs a focused and actionable go forward strategy for their digital marketing. Annual re-scoring of the Index also allows clients to effectively measure their performance improvement. Clients have included major national retailers, financial service organizations, media organizations and manufacturers. The Conversion Index gap analysis and strategic recommendations also generates demand for the other core service offerings Conversion is building organically and through acquisition in the areas of Research, Search Engine Marketing, Content Marketing, Database Management, Social-CRM and Marketing Analytics. Conversion Marketing-Communication Inc. is based in Toronto, Ontario, Canada. www.driveconversion.com Financial Information Concerning Conversion.
Selected Financial Information
The table below sets out certain selected unaudited financial information regarding Conversion as at, and for the 12 month ended September 30, 2012 (unaudited) and the three month period ended December 31, 2012. The selected information was prepared in accordance with Canadian GAAP).
Balance Sheet As at December 31, As at September 30, 2012 2012 (unaudited) (unaudited) Current Assets $ 516,421 $ 159,977 Fixed Assets $ 7,035 $ 7,618 Total Assets $ 523,456 $ 167,595 Current liabilities $ 804,362 $ 487,209 Non-Current Liabilities $ nil $ nil Total Liabilities $ 804,362 $ 487,209 Shareholders' equity $ (280,906) $ (319,614) Total liabilities and equity $ 523,456 $ 167,595 Statement of Comprehensive For the three month Income period ended December For the year ended 31, 2012 September 30, 2012 (unaudited) (unaudited) Revenue $ 770,546 $ 1,637,705 Gross Profit $ 375,747 $ 827,955 Net Profit for the Period $ 54,363 $ (471,024)
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall be comprised of: Warren Eddy, Goodwin Gibson, Greg Geralde, Jonathan Huth, Michael Newman and Gerry Goldberg. Biographical information for each of the foregoing is set out below.
Goodwin Gibson, Chief Executive Officer and Director
Mr. Gibson is a seasoned executive within the Canadian advertising and marketing services industry. He holds a Bachelor of Arts degree in Business and Visual Arts from the University of Western Ontario.
His 25 year career includes 13 years at Cossette Communication-Marketing where he built the database and direct marketing business into the largest service provider of its kind in Canada contributing to Cossette going public. At MacLaren McCann Canada, he oversaw the integrating of their direct and interactive marketing units to form MacLaren MRM which he lead for 6 years to become the largest integrated digital marketing services company in Canada and was consistently in the top five offices of the Global McCann MRM operation.
He has been Chairman of the Canadian Marketing Association's Annual CMA Awards and Chairman of the Canadian Marketing Associations National Convention. Mr. Gibson also currently sits on the Board of Directors and Chairs the Fundraising Committee of SKETCH, a charity that provides arts programming for at risk and homeless youth across the greater Toronto area.
Jonathan Huth, Chief Operating Officer and Director
Mr. Huth is a proven senior marketing executive with more than 20 years of experience in the financial service, retail, and loyalty management industries. He holds an MBA from Schulich School of Business and a BA in History and Economics from University of Toronto. An expert in loyalty and database marketing programs he has held senior management and executive level positions at organizations including Scotiabank, Indigo Books and Music Inc., Canadian Tire, and LoyaltyOne (AIR MILES). He has also served as Director on the Board of a private fitness and social club.
Greg Geralde, Chief Financial Officer & Director
Mr. Geralde is an accomplished financial executive with over 20 years of experience in the advertising and marketing business. He earned his CGA in 1987. As SVP & CFO for DDB Canada he oversaw all financial, HR and client remuneration matters. At Cossette Communication for 12 years, he was V.P. Finance and Operations and instrumental in its rocketing growth during those years in Toronto. Prior to advertising, he was V.P. Finance for Burger King Canada.
Greg also sits on the Board of the American Marketing Association (Toronto) and the Marketing Hall of Legends.
Carey Mende-Gibson, VP Technology and Insights
Mr. Mende-Gibson serves as the VP of Technology & Insights at Conversion Marketing. He leads the development of the Conversion Index and oversees the analytics and technology development. He is currently on the Canadian Marketing Association's Customer Insights & Analysis Council. Prior to Conversion he served as VP Mobile Marketing and Director of Insights & Analysis for Inbox Marketer working with leading companies such as Mastercard, AT&T, Publix, Petro-Points, Sobeys among others. He has also worked with Scotiabank, AIR MILES, FloNetwork/DoubleClick in loyalty, direct, email and product management roles. He holds a BBA from Schulich School of Business.
Gerry Goldberg, Director
Gerry Goldberg is a Chartered Accountant and is a Senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, and prior thereto, he was a partner in the predecessor firm of Grant Thornton for over 10 years. Gerry Goldberg has over 30 years of experience and he heads the US Public Company audit division of the firm and has industry expertise in the service, distribution, retail, real estate, "not-for-profit" entities and manufacturing industries with a strong emphasis in taxation and business advisory services. He is also active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the US. He is actively involved with the audit of various public Canadian, US, Chinese and other foreign companies listed in the US and Canada. He is also the President of SLF Capital Markets Inc., and is or was a Director of Public, non-profit, educational and other institutions, organizations and companies.
G. Michael Newman
Michael Newman, 67, is the founder, and from 1997 to 2009 was the President & CEO of InterRent Real Estate Investment Trust. He is the Managing Director of two family owned merchant banks, Boardwalk Capital Inc., and Adevam Investments Inc., he currently serves on the Boards of Directors of GenSource Capital Inc., China GreenStar Agricultural Inc., and Augustine Ventures, as well as being on the Advisory Boards of The Succession Fund and AgriFood Capital Inc., two private equity funds.
Following completion of the Transaction, the Offering (assuming gross proceeds of $2 million) and, it is anticipated that only Warren Eddy will exercise direction or control over more than 10% of the issued and outstanding shares of the Resulting Issuer.
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Leo is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that Leo will ultimately obtain this exemption. Leo intends to include any additional information regarding sponsorship in a subsequent press release.
All information contained in this news release with respect to Leo and Conversion was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; future developments; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued research and development. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Leo and Conversion disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.
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