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.
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.
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.