Real time, experiential social communications platform provider Ortsbo accelerated to more than 107 Million Unique users for the 30 day period of January 25, 2012 to February 23, 2012. The actual results of 107,771,092 Unique Users for the period represents an increase of 167% since Ortsbo’s last reported results on November 10, 2011.
Fuelled by dramatic increases of Ortsbo usage in China, South Korea, Hong Kong and Japan together with recent Live & Global events with Disney and the Avengers Assemble Movie, Dreamworks Warhorse and Steven Spielberg, the Variety CES Summit, Variety and The Sundance Film Festival featuring Stan Lee and Gene Simmons and live coverage of the red carpet at the 2012 BAFTA Awards in London, Ortsbo continues to outpace the first few years unique user growth of other major social media sites like Facebook, as presented below:
In the 30 day period, prior to announcing Ortsbo’s spin out from Intertainment Media with the intention to independently seek listing on a senior Exchange, Ortsbo results were:
|January 25, 2012 to February 23, 2012|
|Online Sessions:||125,115,373||Up 122% since November 2011|
|Page Views:||320,594,970||Up 133% since November 2011|
|Unique Users:||107,771,092||Up 167% since November 2011|
|Minutes of User Engagement:||546,892,514||Up 91% since November 2011|
It is important to note that these results do not include any mobile metrics. Analytics provided by Google Analytics have been independently reviewed by a Canadian Investment Bank as part of their due diligence process.
“Our focus on accelerated growth is balanced with a strong view towards creating long-term monetization strategies for Ortsbo to reward our stakeholders,” said David Lucatch CEO of Ortsbo and Intertainment Media.
Ortsbo has also announced the appointment of Jacqueline Saltzer-Lamb as its new Vice President of Executive & Corporate Communications. Ms. Saltzer-Lamb, who had been the Director of Global Product and Communications at eBay, will be responsible for Ortsbo’s worldwide communications. Prior to eBay, Ms. Saltzer-Lamb was Managing Director of Employee Communications at Charles Schwab. Ms. Saltzer-Lamb has worked at a number of leading companies in the information technology and financial services industries, including Oracle, PeopleSoft, FrontRange and Novell and has an extensive background in strategic, corporate, and executive communications.
On February 28, 2012, Ortsbo parent company Intertainment Media announced that Intertainment and its board of directors have reviewed various options for the spin out of its subsidiary Ortsbo Inc. and have elected to proceed with a transaction structure 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.
Intertainment entered into a letter of intent dated February 22, 2012 with Capstream Ventures Inc., a capital pool company listed on the TSX Venture Exchange, 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 in consideration of the issuance of 30,000,000 Capstream common 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 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.
Ortsbo intends to pursue a private placement of subscription receipts of Ortsbo at a price of $7.00 per subscription receipt for a minimum of 4,285,714 subscription receipts for gross proceeds of CDN$30.0 million with no specific maximum. 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 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.