MONTREAL and TORONTO, Aug. 8, 2012- Parta Dialogue (TSXV: PAD), experts in Social Campaign Optimization and Social Learning, announces that its board of directors approved the terms of an agreement to acquire the Toronto-based firm M Thirty Communications Inc. ("M30") (http://m30-inc.com), specializing in social media, mass collaboration, and sharecasting which is the distribution of branded content.
The transaction price is solely payable by the issuance by Parta, to M30 shareholders and to M30 current debt holders, of common shares of Parta at a deemed valuation of $0.25 per Parta common share and is fully based on the M30 revenues for the 12 month period following the closing of the transaction. The parties have established a basic purchase price of $1,875,000 (less M30 debt at closing currently estimated at $200,000) based on last year discounted M30 revenues and accordingly Parta shall issue up to 6,700,000 Parta common shares at closing to M30 shareholders and to M30 current debt holders. A maximum purchase price of $7,500,000 has also been established so an additional maximum of 23,300,000 Parta common shares might be issued upon final determination of the M30 revenues for the 12 month period following the closing of the transaction, also at a deemed valuation of $0.25 per Parta common share. M30 debt at closing, being estimated to be in the amount of $200,000, might also be converted into common shares of Parta at the same deemed valuation of $0.25 per Parta common share. Finally, for each common share to be issued by Parta under the transaction, Parta will also issue to its owner one quarter (1/4) of a Parta warrant entitling its holder, for each whole Parta warrant, to acquire one (1) Parta common share for a purchase price of $0.45 per Parta common share to be exercised within the 18 month period following the closing of the transaction. The completion of the acquisition is conditional to final due diligence, execution of customary agreements, TSX and other regulatory approvals.
Shall the acquisition be completed, it is expected that one of the founders of M30 and principal shareholder, Mr. G. Edmund King, will become an insider of Parta and will join its board of directors. Amongst other accomplishments, Mr. King is well known in the financial community as he served as Chairman and Chief executive officer of Wood Gundy Ltd., of CIBC Wood Gundy Ltd. and as Chairman of the Investment Dealers Association of Canada.
Parta granted to one of its employees options to acquire up to 300,000 common shares of PARTA at the exercise price of $0.25 per common share, exercisable on or before August 7, 2017, 100,000 of such options vesting upon each anniversary date of the granting of such options providing the option holder is still an employee of Parta as of such a dates.
Conditional upon having sufficient options available under the 10% limitation imposed by the employees stock option plan of Parta, Parta also granted to two of its senior officers fully vested options to acquire in the aggregate up to 1,300,000 common shares of PARTA at the exercise price of $0.25 per common share, exercisable on or before August 7, 2017.
PARTA offers Social Media and Social Learning solutions to its clients from offices in Montreal, Paris and Mexico and is the developer of leading eValue™ Social Media ROI Suite: www.evaluesuite.com
Many visionary businesses already employ PARTA's solutions for internal and external online engagement. Among these are Renault, Orange, Michelin, Hydro-Québec, Iusacell (Mexico), Dassault Systems, Nestlé Waters and Crédit Agricole. www.partadialogue.com
PARTA is listed on the TSX Venture Exchange under the symbol PAD and operates through two subsidiaries:
#engagementlabs, an all-digital agency offering a targeted range of social strategies, customized engagement platforms and analytic tools to measure performance and ROI totally focused on social engagement & optimization: www.engagementlabs.com.
edu-performance, totally focused on internal engagement and productivity, Edu-Performance offers customized Social Learning and online training solutions: www.eduperformance.com.
Investors are cautioned that any information released or received with respect to the acquisition of M30 may not be accurate or complete and should not be relied upon.
Completion of the acquisition of M30 is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the acquisition of M30 will be completed as proposed or at all.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the acquisition of M30 and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Parta and M30 was supplied by Parta and M30, respectively, for inclusion herein, and with respect to such information, Parta and its board of directors and officers have relied on M30.
"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."
SOURCE: PARTA DIALOGUE INC.