TransGaming Inc. announced late yesterday that it has closed the acquisition of the Interactive TV (iTV) & Connected TV division of New York-based Oberon Media, Inc., which was previously announced on January 4, 2012.
The aggregate purchase price of the assets is US $6,738,800, consisting of cash of US $2,200,000 and 3,780,000 million common shares of TransGaming issued on closing (valued at CAD $0.46 based on the closing market price on January 5, 2012), cash of $0.8 million due on the achievement of certain milestones, and US $2.0 million in cash earn outs based on the achievement of revenue thresholds.
The 3,780,000 TransGaming shares issued to Oberon will be held in escrow and released on the following schedule: 25% on each of January 6, 2013 and June 6, 2013 and 50% on January 6, 2014. In connection with the acquisition and as part of their new terms of employment, TransGaming also agreed to issue an aggregate of 220,000 common shares to certain employees in March 2012. The assignments of certain content license agreements remain subject to consent of the license and brand owners.
TransGaming Inc. has also announced that it has closed its debt financing with BEST Funds as previously announced on December 23, 2011.
TransGaming received an aggregate of CAD $3,500,000 in financing from The Business, Engineering, Science & Technology Discoveries Fund and three affiliate funds (the “BEST Funds”). TransGaming Inc. issued Promissory Notes to BEST Funds and, together with all of its subsidiaries, entered into general security and share pledge agreements and provided an absolute assignment of tax credits receivable. The Promissory Notes bear interest at 16% per annum and mature July 6, 2016. Interest is payable monthly in arrears and principal is repayable monthly starting in February 2013 in an amount equal to 3% of the outstanding principal.
TransGaming will use the proceeds from the financing for general working capital purposes. In consideration of the financing TransGaming paid BEST Funds a 7% management fee and also issued to BEST Funds 1,750,000 common share purchase warrants exercisable at $0.75, which expire on the maturity of the Promissory Notes.