Perk Inc. Acquired by RhythmOne PLC

AUSTIN, Texas – January 19, 2017 – Perk Inc. (TSX: PER) (“Perk” or the “Company”) is pleased to announce the closing of the plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”) with RhythmOne PLC (“RhythmOne”) (LSE AIM: RTHM). Perk previously announced the signing of the arrangement agreement in respect of the Arrangement in a press release issued on December 5, 2016 and the issuance of the final order of the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement in a press release issued on January 16, 2017.

Pursuant to the Arrangement, RhythmOne acquired, through its wholly-owned subsidiary, RhythmOne (US) Holding, Inc., all of the issued and outstanding common shares and class A restricted voting shares of Perk (together, “Perk Shares”) and shareholders of Perk (“Perk Shareholders”) received 4.5116 ordinary shares of RhythmOne (“RhythmOne Shares”) for each Perk Share held.

An aggregate of 88,235,410 RhythmOne Shares were issued under the Arrangement in reliance on an exemption from the prospectus requirements under securities legislation available for an arrangement under statutory procedure.

Registered Perk Shareholders are reminded that, in order to receive RhythmOne Shares for their Perk Shares, they must complete and sign the letter of transmittal and deliver it, together with certificates representing their Perk Shares and the other required documents, to the depositary, TSX Trust Company (“TSX Trust”), in accordance with the instructions specified in the letter of transmittal and the management information circular of Perk dated December 16, 2016, copies of which are available on SEDAR at www.sedar.com.

Beneficial owners of Perk Shares whose Perk Shares are registered in the name of a broker, investment dealer, bank, trust company, depositary or other nominee should contact that nominee to determine how the nominee will arrange to have the Perk Shares delivered to TSX Trust in exchange for RhythmOne Shares under the Arrangement.

With the completion of the Arrangement, it is expected that the common shares of Perk will be de-listed from the Toronto Stock Exchange on or about January 20, 2017.

The RhythmOne Shares are listed on the AIM market of the London Stock Exchange plc (“AIM”) under the symbol “RTHM” and the new RhythmOne Shares were admitted to trading today, January 19, 2017.

Trades on the AIM cannot be settled through the usual Canadian settlement system.  Shareholders who desire to trade RhythmOne Shares received pursuant to the Arrangement in on-market transactions on AIM will need to contact a broker or custodian that is a participant of CREST, which is the securities settlement system used by companies traded on AIM.  In order to effect trades outside the CREST system, a shareholder should contact their broker or contact RhythmOne’s transfer agent, Computershare Investor Services plc.

About Perk

Perk’s Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver profound insights and actionable results. With Perk, brands form deep connections with consumers to achieve greater engagement, loyalty, and conversion. Perk’s insights and intelligence solution, Perk IQ™, allows brands to measure performance and uncover valuable data around advertising attribution, brand impact, and purchase behavior. Additional information about Perk Inc. can be found at the Company’s corporate website: http://www.ir.perk.com.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004, RhythmOne pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, RhythmOne represents digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments.  RhythmOne’s goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. RhythmOne is headquartered in San Francisco, California with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including which may relate to, but which may not be limited to, Perk’s business; Perk’s strategy, operations and financial performance; Perk’s user and advertiser engagement; Perk’s ability to establish new marketing partnerships; Perk’s ability to expand into new markets; and Perk’s ability to acquire and integrate new businesses and technologies. Such forward-looking statements reflect Perk’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “upcoming”, “plan”, “target”, “intend” and “expect” and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited to: maintenance by Perk of relationships with advertising network providers and partners; successful development of the “Perk” brand; Perk’s ability to keep up with rapid technology developments in Perk’s markets; Perk’s ability to avoid defects in products and services delivered by Perk; Perk’s ability to attract app and website developers to its SDK’s; Perk’s ability to successfully enter new business areas and geographic markets; and the success of new products developed by Perk; Perk’s ability to retain key members of its management team. Perk does not undertake to update any forward-looking statement, except as required by law.

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Perk Inc. Shareholders Approve Plan of Arrangement with RhythmOne PLC

AUSTIN, Texas — January 12, 2017 — Perk Inc. (TSX: PER) (“Perk” or the “Company”) announced that at a special meeting of shareholders held earlier today (the “Meeting”), Perk shareholders voted in favour of the proposed transaction pursuant to which RhythmOne PLC (“RhythmOne”) agreed to acquire all of the issued and outstanding common shares and class A restricted voting shares of Perk by way of a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”). The Arrangement was approved by approximately 99.996% of the votes cast by all of the Perk shareholders eligible to vote at the Meeting.

Completion of the Arrangement remains conditional on approval by the Ontario Superior Court of Justice (Commercial List) and certain other closing conditions customary for transactions of this nature. Subject to obtaining such court approval and the satisfaction or waiver of all other closing conditions, it is anticipated that the Arrangement will be completed on or about January 18, 2017.

About Perk

Perk’s Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver profound insights and actionable results. With Perk, brands form deep connections with consumers to achieve greater engagement, loyalty, and conversion. Perk’s insights and intelligence solution, Perk IQ™, allows brands to measure performance and uncover valuable data around advertising attribution, brand impact, and purchase behavior. Additional information about Perk Inc. can be found at the Company’s corporate website: http://www.ir.perk.com.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004, RhythmOne pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, RhythmOne represents digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments. RhythmOne’s goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. RhythmOne is headquartered in San Francisco, California with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.

Cautionary Statement Regarding Forward-Looking Information

This press release may contain forward-looking statements, including which may relate to, but which may not be limited to, Perk’s business; Perk’s strategy, operations and financial performance; Perk’s user and advertiser engagement; Perk’s ability to establish new marketing partnerships; Perk’s ability to expand into new markets; and Perk’s ability to acquire and integrate new businesses and technologies. Such forward-looking statements reflect Perk’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “upcoming”, “plan”, “target”, “intend” and “expect” and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited to: maintenance by Perk of relationships with advertising network providers and partners; successful development of the “Perk” brand; Perk’s ability to keep up with rapid technology developments in Perk’s markets; Perk’s ability to avoid defects in products and services delivered by Perk; Perk’s ability to attract app and website developers to its SDK’s; Perk’s ability to successfully enter new business areas and geographic markets; and the success of new products developed by Perk; Perk’s ability to retain key members of its management team. Perk does not undertake to update any forward-looking statement, except as required by law.

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Perk Inc. Files Supplement to Management Information Circular for Proposed Acquisition by RhythmOne PLC

AUSTIN, Texas — December 22, 2016 — Perk Inc. (TSX: PER) (“Perk” or the “Company”) announced today that it has filed on SEDAR a supplement (the “Supplement”) to its management information circular dated December 16, 2016 (the “Circular”) in respect of Perk’s special meeting of shareholders to be held at 10:00 am (Toronto time) on January 12, 2017 at the offices of Torys LLP at Suite 3000, 79 Wellington Street West, Toronto, Ontario. The Supplement amends the Circular to update certain information with respect to the principal holders of voting securities of the Company.

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Perk Inc. Files Management Information Circular for Proposed Acquisition by RhythmOne PLC

AUSTIN, Texas — December 21, 2016 — Perk Inc. (TSX: PER) (“Perk” or the “Company”) announced today that it has filed on SEDAR and mailed to Perk shareholders the notice of special meeting, management information circular, letter of transmittal and related proxy materials in respect of Perk’s special meeting of shareholders (the “Special Meeting”) to be held at 10:00 am (Toronto time) on January 12, 2017 at the offices of Torys LLP at Suite 3000, 79 Wellington Street West, Toronto, Ontario.

The Arrangement

On December 5, 2016, Perk announced that it has entered into a definitive agreement (the “Agreement”) with RhythmOne PLC (“RhythmOne”) (LSE AIM: RTHM), pursuant to which RhythmOne agreed to acquire all of the issued and outstanding common and class A restricted voting shares of Perk (collectively, the “Perk Shares”) by way of plan of arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) in an all-stock transaction (the “Transaction”) valued at approximately US$42.5 million. 

The Board of Directors of Perk and RhythmOne have unanimously approved the Transaction and have determined that the Transaction is in the best interests of the respective companies.

Transaction Details

Pursuant to the terms of the Agreement, holders of Perk Shares will be entitled to receive 4.5116 RhythmOne shares for each Perk Share held. Based on RhythmOne’s 30-day VWAP of £0.381 per share as of December 2, 2016, the Transaction is valued at approximately US$42.5 million. This represents consideration of C$2.90 per Perk Share and a premium of 11.5% to Perk’s closing price on December 2, 2016, and a premium of 43.6% to Perk’s 30-day VWAP ending on December 2, 2016. Upon completion of the Transaction, Perk will become a wholly-owned subsidiary of RhythmOne.

The Agreement provides that Perk may consider and accept unsolicited superior proposals, subject to a termination fee payable to RhythmOne and a right for RhythmOne to match any superior proposals.

Each of the directors and certain of the senior officers of Perk, as well as AVG Ventures, LP (a Perk Shareholder that is a related party to one of Perk’s directors), together with certain other Perk Shareholders, representing in aggregate approximately 56% of the issued and outstanding Perk Shares on a non-diluted basis have entered into customary voting and support agreements, pursuant to which they have agreed to vote their Perk Shares in favor of the Transaction.

The Transaction will be conducted by way of plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of no less than 66 2/3% of the votes cast at the Special Meeting. In addition to the approval of Perk securityholders, closing of the Transaction is subject to the satisfaction of certain closing conditions customary for transactions of this nature. RhythmOne shareholders have preauthorized the issuance of the required shares needed to complete the Transaction.

Shareholder Voting

Registered Perk Shareholders as of the close of business on December 16, 2016 will receive notice of and be entitled to vote at the Special Meeting.

About Perk

Perk’s Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver profound insights and actionable results. With Perk, brands form deep connections with consumers to achieve greater engagement, loyalty, and conversion. Perk’s insights and intelligence solution, Perk IQ™, allows brands to measure performance and uncover valuable data around advertising attribution, brand impact, and purchase behavior. Additional information about Perk Inc. can be found at the Company’s corporate website: http://www.ir.perk.com.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004, RhythmOne pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, RhythmOne represents digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments. RhythmOne’s goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. RhythmOne is headquartered in San Francisco, California with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.

Cautionary Statement Regarding Forward-Looking Information

This press release may contain forward-looking statements, including which may relate to, but which may not be limited to, Perk’s business; Perk’s strategy, operations and financial performance; Perk’s user and advertiser engagement; Perk’s ability to establish new marketing partnerships; Perk’s ability to expand into new markets; and Perk’s ability to acquire and integrate new businesses and technologies. Such forward-looking statements reflect Perk’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “upcoming”, “plan”, “target”, “intend” and “expect” and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited to: maintenance by Perk of relationships with advertising network providers and partners; successful development of the “Perk” brand; Perk’s ability to keep up with rapid technology developments in Perk’s markets; Perk’s ability to avoid defects in products and services delivered by Perk; Perk’s ability to attract app and website developers to its SDK’s; Perk’s ability to successfully enter new business areas and geographic markets; and the success of new products developed by Perk; Perk’s ability to retain key members of its management team. Perk does not undertake to update any forward-looking statement, except as required by law.

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Perk Inc. Obtains Interim Order for Plan of Arrangement

AUSTIN, Texas — December 16, 2016 — Perk Inc. (TSX: PER) (“Perk” or the “Company”) announced today that it has obtained an interim order of the Ontario Superior Court of Justice. The interim order provides for, among other things, the holding of a special meeting of the holders of common shares and class A restricted voting shares of Perk (the “Special Meeting”) to approve the previously announced arrangement under the Business Corporations Act (Ontario) with RhythmOne PLC (“RhythmOne”) (LSE AIM: RTHM).

The Special Meeting is to be held at 10:00 am (Toronto time) on January 12, 2017 at the offices of Torys LLP at Suite 3000, 79 Wellington Street West, Toronto, Ontario.

Perk intends to mail the notice of special meeting and management information circular, together with the letter of transmittal and related proxy materials in respect of the Special Meeting to shareholders of record on or about December 21, 2016.

The Arrangement

On December 5, 2016, Perk announced that it has entered into a definitive agreement (the “Agreement”) with RhythmOne, pursuant to which RhythmOne agreed to acquire all of the issued and outstanding common and class A restricted voting shares of Perk (collectively, the “Perk Shares”) by way of plan of arrangement under section 182 of the Business Corporations Act (Ontario) in an all-stock transaction (the “Transaction”) valued at approximately US$42.5 million.

The Board of Directors of Perk and RhythmOne have unanimously approved the Transaction and have determined that the Transaction is in the best interests of the respective companies.

Transaction Details

Pursuant to the terms of the Agreement, holders of Perk Shares will be entitled to receive 4.5116 RhythmOne shares for each Perk Share held. Based on RhythmOne’s 30-day VWAP of £0.381 per share as of December 2, 2016, the Transaction is valued at approximately US$42.5 million. This represents consideration of C$2.90 per Perk Share and a premium of 11.5% to Perk’s closing price on December 2, 2016, and a premium of 43.6% to Perk’s 30-day VWAP ending on December 2, 2016. Upon completion of the Transaction, Perk will become a wholly-owned subsidiary of RhythmOne.

The Agreement provides that Perk may consider and accept unsolicited superior proposals, subject to a termination fee payable to RhythmOne and a right for RhythmOne to match any superior proposals.

Each of the directors and certain of the senior officers of Perk, as well as AVG Ventures, LP (a Perk Shareholder that is a related party to one of Perk’s directors), together with certain other Perk Shareholders, representing in aggregate approximately 56% of the issued and outstanding Perk Shares on a non-diluted basis have entered into customary voting and support agreements, pursuant to which they have agreed to vote their Perk Shares in favor of the Transaction.

The Transaction will require the approval of no less than 66 2/3% of the votes cast at the Special Meeting. In addition to the approval of Perk securityholders, closing of the Transaction is subject to the satisfaction of certain closing conditions customary for transactions of this nature. RhythmOne shareholders have preauthorized the issuance of the required shares needed to complete the Transaction.

Shareholder Voting

Registered Perk Shareholders as of the close of business on December 16, 2016 will receive notice of and be entitled to vote at the Special Meeting.

About Perk

Perk’s Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver profound insights and actionable results. With Perk, brands form deep connections with consumers to achieve greater engagement, loyalty, and conversion. Perk’s insights and intelligence solution, Perk IQ™, allows brands to measure performance and uncover valuable data around advertising attribution, brand impact, and purchase behavior. Additional information about Perk Inc. can be found at the Company’s corporate website: http://www.ir.perk.com.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004, RhythmOne pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, RhythmOne represents digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments. RhythmOne’s goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. RhythmOne is headquartered in San Francisco, California with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.

Cautionary Statement Regarding Forward-Looking Information

This press release may contain forward-looking statements, including which may relate to, but which may not be limited to, Perk’s business; Perk’s strategy, operations and financial performance; Perk’s user and advertiser engagement; Perk’s ability to establish new marketing partnerships; Perk’s ability to expand into new markets; and Perk’s ability to acquire and integrate new businesses and technologies. Such forward-looking statements reflect Perk’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “upcoming”, “plan”, “target”, “intend” and “expect” and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited to: maintenance by Perk of relationships with advertising network providers and partners; successful development of the “Perk” brand; Perk’s ability to keep up with rapid technology developments in Perk’s markets; Perk’s ability to avoid defects in products and services delivered by Perk; Perk’s ability to attract app and website developers to its SDK’s; Perk’s ability to successfully enter new business areas and geographic markets; and the success of new products developed by Perk; Perk’s ability to retain key members of its management team. Perk does not undertake to update any forward-looking statement, except as required by law.

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What do Snapchatters Want from Ads? [Report]

sc_li_imgAh, Snapchat. Truly a darling of the mobile app world. Users love it. Brands and advertisers want to be a part of it. And with an IPO on the horizon, you can bet that Snapchat wants to prove its value to advertisers more than ever.

In recent months, Snapchat has added plenty of new ad-friendly features to the app. Mobile video ads launched, and the capabilities of custom lenses and geofilters continue to expand. But how do Snapchat’s users feel about the platform’s advertising changes?

With all this buzz about Snapchat, we were curious. How do people use Snapchat? How do users feel about the platform’s advertising changes?

In our new report, we used Perk IQ to find out about our users’ Snapchat usage and how they feel about ads.

Snapchat’s video ads are unpopular among users

Snapchat’s “traditional” ten-second mobile video ads are called Snap Ads. And to the yellow ghost’s credit, these ads grab attention. 74% of Snapchat users have seen an ad on the mobile messaging app. And over half (52%) claim to see ads regularly. But this advertising format with might yield undesirable results. The problem begins when only 21% of Snapchat’s users like the ads they see.

There’s a real impact on bottom line for Snapchat’s advertisers, too. The app’s users say they are less likely to buy after seeing ad on Snapchat than they would after seeing an ad on both TV (42%) and online (40%). That’s right – people would rather see ads online and on TV than on Snapchat.

There is one bright spot, however. Snap Ads do have the potential to beat online ads in their ability to grab attention. More users agreed that they would pay attention to Snapchat ads over online ads – 36% to 34%. Unfortunately, the same was not true for TV.

perk-snapchat-ad-opinions

“Traditional” advertising racks up user backlash on Snapchat. The messaging platform was ad-free for a long time, so Snap Ads that interrupt the experience changed the game. Users may just need some time to adjust. (If users get comfortable with these ads at all, that is!) Snapchat itself can make tweaks to create the best possible ad experience.

Lenses, filters, and influencer partnerships grab favorable attention

There is a clear bright spot in Snapchat advertising: sponsored lenses and filters. Over half (53%) of people enjoy when a brand sponsors an animated lens or location-based filter that can be used to decorate a Snap. 52% also agree that they are more likely to pay attention to brands that sponsor lenses or filters over regular Snapchat video ads.

Another promotional tactic for Snapchat is through partnerships with prominent users or celebrities. Brands like Sphero, maker of the super-popular BB-8 droid, have already found success with influencers. 51% of Snapchat users follow celebrities on Snapchat, but only 37% follow brands or companies. Plus, twice as many people view stories created by celebrities than stories created by brands.

Want to win Snapchat? Focus on the experience

Snapchatters prefer brand messaging that cozies right up to their Snapchat experience. Ads that interrupt the experience annoy users and cause widespread user dissatisfaction. But promoted filters, lenses, and partnerships with power users are viewed more favorably.

Why? Lenses, filters, and partnerships add to the users’ Snapchat experience. More lenses and filters make Snapping fun, and help keep content fresh. Partnering with a Snapchat celebrity gives fans more content.

What does that mean for your Snapchat advertising? Tailor your messaging to the platform and its audience. Have you heard this before? Guess what: it’s true here too! It may be easy to stick a 10-second push video ad into Snapchat, but that may not generate the best results.

Click here to see all the data on Snapchat ads in the full report. If you’d like to see all the insights Perk IQ could uncover for your business, contact us here.

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Perk Inc. to be Acquired by RhythmOne PLC

AUSTIN, Texas – December 5, 2016 – Perk Inc. (TSX: PER) (“Perk” or “the Company”) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) with RhythmOne PLC (“RhythmOne”) (LSE AIM: RTHM), pursuant to which RhythmOne has agreed to acquire all of the issued and outstanding Common and Class A Restricted voting shares of Perk (the “Perk Shares”) by way of plan of arrangement in an all-stock transaction (the “Transaction”) valued at approximately US$42.5 million.

“We are pleased to announce this transaction, which will deliver a significant premium for Perk shareholders and yield an investment in a larger-scale digital media company with enhanced stock liquidity,” commented Ted Hastings, Chief Executive Officer of Perk. “Founded in 2004, RhythmOne is a leader in the technology-enabled advertising market. RhythmOne’s revenue for the fiscal year ended March 31, 2016 was US$166.7 million. It has a strong, debt-free balance sheet, including over US$69 million in cash and marketable securities as at September 30, 2016. At Perk, we have built a large and engaged mobile audience and we have been evaluating options to accelerate growth and scale. We anticipate the combined operations will drive higher fill rates and CPM for Perk’s advertising inventory over the long-term, which will be unique and highly complementary to RhythmOne’s industry-leading programmatic trading platform. This transaction improves our overall scale of operations, advertiser reach, balance sheet and stock liquidity, while providing a material premium to Perk shareholders. We are confident in the synergies that will stem from this transaction, and we look forward to joining the RhythmOne team to continue our growth trajectory.”

Strategic Rationale

  • Premium to Perk Shareholders: Upon completion of the Acquisition and exercise of Perk’s employee options, each Perk Share will be exchanged for 4.5116 RhythmOne shares. Using a CAD/GBP exchange rate of 1.6868 on 2 December 2016, the value of the consideration to be received by Perk shareholders based on RhythmOne’s 30-day VWAP of £0.381 per share will be approximately C$2.90 per Perk Share, representing a premium of 11.5% to Perk’s closing price of C$2.60 on 2 December 2016, and a premium of 43.6% to Perk’s 30-day VWAP of C$2.02.
  • Greater Scale: Perk will benefit from additional scale through RhythmOne’s established programmatic platform, RhythmMax. The Transaction will give Perk access to over 600 brands, 441 million global unique users and relationships with over 900 professional publishers.
  • Improved Competitive Positioning: The Transaction improves the competitiveness of both companies on the supply and demand side. Perk’s highly engaged and verifiable audience will attract new and repeat demand partners to RhythmOne’s platform, driving higher fill rates and pricing for both companies.
  • Revenue and Cost Synergies: The complementary product offerings of Perk and RhythmOne are expected to enhance the combined company’s ability to further penetrate its core target market and enable the delivery of an enhanced digital advertising platform. The Transaction creates a company with a more diversified customer base, higher quality revenue and EBITDA and significant opportunities for revenue and cost synergies.
  • Greater Liquidity Profile for Shareholders: Upon completion of the Transaction, Perk Shareholders will benefit from RhythmOne’s improved liquidity profile on the London Stock Exchange’s Alternative Investment Market.
  • Expanded Leadership Team: Ted Hastings, Perk’s Chief Executive Officer, together with Perk’s senior management team will join RhythmOne upon completion of the Transaction. Perk’s long track record of success in building, managing and profitably scaling B2C web properties and apps will directly complement RhythmOne’s expertise in building and managing B2B Ad Tech businesses, while also providing scale and infrastructure to help accelerate growth.

The Board of Directors of Perk and RhythmOne have unanimously approved the Transaction and have determined that the Transaction is in the best interest of the respective companies. 

Transaction Details

Pursuant to the terms of the Agreement, holders of Perk Shares will be entitled to receive 4.5116 RhythmOne common shares for each Perk Share held. Based on RhythmOne’s 30-day VWAP of £0.381 per share as of December 2, 2016, the Transaction is valued at approximately US$42.5 million. This represents a consideration of C$2.90 per Perk Share and a premium of 11.5% to Perk’s closing price on December 2, 2016, and a premium of 43.6% to Perk’s 30-day VWAP ending on December 2, 2016. Upon completion of the Transaction, Perk will become a wholly-owned subsidiary of RhythmOne.

The Agreement provides that Perk may consider and accept unsolicited superior proposals, subject to a termination fee payable to RhythmOne and a right for RhythmOne to match any superior proposals.

Perk’s Board of Directors and senior management, and AVG Ventures, LP, representing, in aggregate, approximately 39% of outstanding Perk Shares, have entered into customary voting and support agreements, pursuant to which they have agreed to vote their Perk Shares in favor of the Transaction.

The Transaction will be conducted by way of plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of no less than 66 2/3% of the votes cast at a special meeting of Perk securityholders that is expected to be held in mid-January 2017. In addition to the approval of Perk securityholders, closing of the Transaction is subject to the satisfaction of certain closing conditions customary for transactions of this nature. RhythmOne shareholders have preauthorized the issuance of the required shares needed to complete the Transaction.

Additional details of the Transaction will be provided to Perk securityholders in an information circular to be mailed in mid-December, 2016.

Financial and Legal Advisors

Beacon Securities Limited is acting as exclusive financial advisor to Perk and has provided an opinion to Perk’s Board of Directors to the effect that, as of December 4, 2016 and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by Perk shareholders pursuant to the Transaction is fair, from a financial point of view, to such Perk shareholders. Torys LLP is acting as legal counsel for Perk in connection with the Transaction.

Cormark Securities Inc. is acting as financial advisor to RhythmOne and DLA Piper (Canada) LLP is acting as legal counsel to RhythmOne in connection with the Transaction.

Conference Call

Perk and RhythmOne will be hosting separate conference calls to discuss the Transaction.

RhythmOne hosted a webcast at 8:30am GMT; 3:30am EST on December 5, 2016. A replay of the webcast can be found at on RhythmOne’s website at https://investor.rhythmone.com/.

Perk will be hosting a conference call later this morning at 8:30 am EST on December 5, 2016.

The dial-in numbers are:

Live Participant Dial-In (Toll-Free US & Canada):                 877-407-9711

Live Participant Dial-In (International):                                   412-902-1014

To listen to the live webcast, please go to ir.perk.com and click on the conference call link at the top of the page, or go to: http://perk.equisolvewebcast.com/transaction.

A copy of the presentation can be found on RhythmOne’s website at https://investor.rhythmone.com/ or Perk’s website at http://ir.perk.com/.

About Perk

Perk’s Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver profound insights and actionable results. With Perk, brands form deep connections with consumers to achieve greater engagement, loyalty, and conversion. Perk’s insights and intelligence solution, Perk IQ™, allows brands to measure performance and uncover valuable data around advertising attribution, brand impact, and purchase behavior.

Additional information about Perk Inc. can be found at the Company’s corporate website: http://www.ir.perk.com.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004, RhythmOne pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, RhythmOne represents digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments.  RhythmOne’s goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. RhythmOne is headquartered in San Francisco, California with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including which may relate to, but which may not be limited to, Perk’s business; Perk’s strategy, operations and financial performance; Perk’s user and advertiser engagement; Perk’s ability to establish new marketing partnerships; Perk’s ability to expand into new markets; and Perk’s ability to acquire and integrate new businesses and technologies. Such forward-looking statements reflect Perk’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “upcoming”, “plan”, “target”, “intend” and “expect” and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited to: maintenance by Perk of relationships with advertising network providers and partners; successful development of the “Perk” brand; Perk’s ability to keep up with rapid technology developments in Perk’s markets; Perk’s ability to avoid defects in products and services delivered by Perk; Perk’s ability to attract app and website developers to its SDK’s; Perk’s ability to successfully enter new business areas and geographic markets; and the success of new products developed by Perk; Perk’s ability to retain key members of its management team. Perk does not undertake to update any forward-looking statement, except as required by law.

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More people plan to shop on Cyber Monday than Black Friday this year: report

Originally featured in Mobile Commerce Daily

With the holiday season quickly approaching, retailers looking to cash in should put their chips in online offerings: online shopping will dominate Black Friday, according to a new report from Perk Inc.

The report comes ahead of a landmark holiday shopping season, one in which the tenuous grasp of bricks-and-mortar shopping on shoppers will require some measure of redefinition with the quick advent and uptake of online and mobile retail platforms. The report presents a surprising number of metrics, all but confirming the necessity of omnichannel efforts for retailers.

“Our research found that 63% of Black Friday shoppers will shop online and 60% will shop in stores,” said Zach Redler, senior director of marketing at Perk. “But within those groups, nearly a quarter of shoppers will do both.

“Because the barrier to entry for online shopping is so low, taking the time to shop deals online is a no-brainer for Black Friday 2016 shoppers,” they said. “You can shop online from anywhere, including while you wait in line at a store or at home if you’re not hitting the stores.

“Black Friday shoppers are out to make the most of this shopping holiday, and online shopping helps them do just that.”

Changing landscape
The survey’s respondents propensity towards shopping on Cyber Monday barely edged out bricks-and-mortar anticipation, but the relatively short lifespan of the Cyber Monday practice makes the trajectory of the shift more indicative of the retail landscape than hard numbers.

screen-shot-2016-11-19-at-3-37-33-pm

The report also claimed that Black Friday shoppers were more likely to make planned purchases, while Cyber Monday shoppers tended more towards impulsivity.

“We hypothesize that spontaneity on Cyber Monday, versus advanced planning on Black Friday, is a result of consumer perceptions of each and the mediums they occur within,” Mr Redler said. “When many shoppers think of Black Friday, they think of packed stores with limited stock on hand.

“So to get the best deals on the items you really want, you need to go in with a plan and get your desired items before they run out, rather than spending time to browse store shelves or product pages online,” he said. “Cyber Monday’s online-only experience, however, decreases the emphasis on the rush.

“Shoppers have more time to browse and can shop at their leisure any time of the day, especially with the convenience of mobile shopping.”

screen-shot-2016-11-19-at-3-37-52-pm

Mobile retail
Perk’s report also claimed that 46 percent of Cyber Monday shoppers will shop with a mobile device, a metric which could augur the mobile device as both an alternative and augment to the bricks-and-mortar shopping experience. As such, Perk has advice brands looking to fully optimize holiday season sales.

“First and foremost, make sure your app and/or website are mobile-first,” Mr. Redler said said. “That’s not just a buzzword: over half of all web traffic is mobile, according to SimilarWeb.

“Consumers are using mobile to shop, and will go elsewhere if you don’t provide a good experience,” he said. “For Black Friday, make it easy to find the best deals by featuring them prominently.

“The same is true for Cyber Monday, but there’s an opportunity to merchandise a wider range products to grab onto shoppers’ spontaneity. And leading up to it all, use mobile and online promotions and advertising to inform shoppers of your Black Friday and Cyber Monday deals.”

The information may not be news to some brands, which have been betting big on mobile this holiday season. JCPenney is promoting its Joy Worth Giving campaign that will span all of the holiday season by offering an exclusive peek at Black Friday deals to users of its mobile application (see story).

And Walmart and Expedia are leading the charge in getting the most of this year’s Black Friday and Cyber Monday on mobile (see story).

“For brands, it’s important to know that mobile’s growing importance to the industry as a whole extends to holiday shopping on Black Friday and Cyber Monday,” Mr. Redler said. “Your consumers are mobile, so tailor both your shopping experiences and your promotional messages to suit the medium and the experiences your shoppers want.”

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This Cyber Monday, shoppers are going mobile

Originally featured in Business of Apps

Half of shoppers on Cyber Monday will be using their mobile devices to get the best bargains. That’s according to new research from rewarded engagement platform Perk, which just revealed the results of its 2016 consumer Black Friday and Cyber Monday shopping research.

According to the data collected through a one-week survey at the beginning of November, 48% of consumers plan to shop on Black Friday this year, with 63% using the web to shop. Of those, 11% are going to use their mobile device to make a purchase.

A total of 63% of shoppers are going digital this year

perk1

Source: perk.com

For Cyber Monday, 57% said they would shop on the day and 46% are using their mobile devices to purchase deals.

Cyber Monday shoppers are going mobile

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Source: perk.com

In addition, the majority of shoppers will spend between $101-500 on Black Friday (56%) and Cyber Monday (57%). However, 13% of Black Friday shoppers intend to spend more than $501, which is almost twice as many as the 7% on Cyber Monday.

Most shoppers are spending between $101-250

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Source: perk.com

For Thanksgiving, the research found some interesting details on ads viewed, with 1 in 4 people having seen relevant adverts on mobile and online.

Thanksgiving adverts seen

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Source: perk.com

Ted Hastings, CEO of Perk, says:

ted hastings

“Holiday Shopping is extremely important for many of our brand and retail partners. As has been the trend in the last few years, our research found that mobile will play an important role in Black Friday and Cyber Monday shopping. Our ability to collect a wide range of data in a timely manner through Perk IQ provides valuable insights that help our brand partners understand their impact this holiday season and where they should be deploying their advertising budgets.”

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Perk Holiday Shopping Study Reveals That Half of Consumers Will Shop With Mobile on Cyber Monday

AUSTIN, Texas – November 18, 2016 – Perk Inc. (TSX: PER) (“Perk” or “the Company”), the Rewarded Engagement Platform that connects brands with consumers, today announces the results of a 2016 consumer Black Friday and Cyber Monday shopping study conducted through Perk IQTM, a builtin analytics solution which offers advanced audience targeting and insights capabilities.

The Perk IQ study collected opinions about Black Friday and Cyber Monday shopping plans through Perk’s panel of members. According to the study:

  • More people plan to shop on Cyber Monday than Black Friday this year
  • Online shopping will dominate Black Friday, as more consumers said they will shop online than said they will shop in stores
  • 46% of Cyber Monday shoppers will shop with a mobile device
  • Black Friday shoppers make planned purchases, while Cyber Monday shopping is more spontaneous

“Holiday Shopping is extremely important for many of our brand and retail partners. As has been the trend in the last few years, our research found that mobile will play an important role in Black Friday and Cyber Monday shopping. Our ability to collect a wide range of data in a timely manner through Perk IQ provides valuable insights that help our brand partners understand their impact this holiday season and where they should be deploying their advertising budgets,” says Ted Hastings, CEO of Perk.

This Perk IQ study was conducted via an online survey of Perk members in November 2016. The full report on the results of this study, including data on Thanksgiving shopping, can be accessed here.

About Perk

Perk’s Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver profound insights and actionable results. With Perk, brands form deep connections with consumers to achieve greater engagement, loyalty, and conversion. Perk’s insights and intelligence solution, Perk IQ™, allows brands to measure performance and uncover valuable data around advertising attribution, brand impact, and purchase behavior.

Additional information about Perk Inc. can be found at the Company’s corporate website: http://www.ir.perk.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements, including which may relate to, but which may not be limited to, Perk’s business; Perk’s strategy, operations and financial performance; Perk’s user and advertiser engagement; Perk’s ability to establish new marketing partnerships; Perk’s ability to expand into new markets; and Perk’s ability to acquire and integrate new businesses and technologies. Such forward-looking statements reflect Perk’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate”, “believe”, “estimate”, “upcoming”, “plan”, “target”, “intend” and “expect” and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements, including, but not limited to: maintenance by Perk of relationships with advertising network providers and partners; successful development of the “Perk” brand; Perk’s ability to keep up with rapid technology developments in Perk’s markets; Perk’s ability to avoid defects in products and services delivered by Perk; Perk’s ability to attract app and website developers to its SDK’s; Perk’s ability to successfully enter new business areas and geographic markets; and the success of new products developed by Perk; Perk’s ability to retain key members of its management team. Perk does not undertake to update any forward-looking statement, except as required by law.

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