AUSTIN, Texas–September 29, 2016–Perk Inc. (TSX: PER) (“Perk” or the “Company”), the Rewarded Engagement Platform that connects brands with consumers, today announced that it has repurchased for cancellation certain Repurchased Securities (as defined below) from Function(X), Inc. (formerly Viggle Inc.) (“FNCX”) in exchange for payment to FNCX of aggregate cash proceeds of USD $1,300,000 (the “Transaction”). Perk and FNCX entered into a securities purchase agreement (the “Agreement”) earlier today in respect of the Transaction and the Transaction closed concurrently upon signing the Agreement.
The Repurchased Securities were issued to FNCX on February 8, 2016 in connection with the purchase by Perk of all of FNCX’s interests in the Viggle App (the “Viggle Acquisition”), including its rights to the Viggle name and brand and such Repurchased Securities consist of the following:
- 1,012,968 Perk common shares, of which 562,500 shares were being held in escrow until February 8, 2017 as security for FNCX’s indemnification obligations pursuant to the Viggle Acquisition
- 1,000,000 warrants to purchase Perk common shares exercisable at CDN $6.25 per share if the Perk common shares trade above CDN $12.50 for 20 consecutive trading days in the two year period following February 8, 2016
- 1,000,000 warrants to purchase Perk common shares exercisable at CDN $6.25 per share if the Perk common shares trade above CDN$18.75 for 20 consecutive trading days in the two year period following February 8, 2016
- FNCX’s right to be issued 2,000,000 Perk common shares if Perk’s total revenue exceeds USD $130,000,000 in 2016 or 2017
As of the date hereof, after taking into account the Transaction, FNCX no longer holds any securities or rights to acquire securities, in Perk and there are 18,564,408 common shares and 652,502 Class A restricted voting shares in the capital of Perk issued and outstanding. Since June 30, 2016, and after taking into account this Transaction and the completion of the purchase for cancellation of all shares of Perk held by Mr. Roj Niyogi on September 15, 2016, Perk’s outstanding shares (including its Class A restricted voting shares) has been reduced by 17.6%.
Ted Hastings, Chief Executive Officer of Perk, stated: “We are very pleased to close this Transaction with FNCX, which serves as a mutually beneficial transaction for Perk and FNCX and their respective shareholders. FNCX has completed a liquidity event that it was seeking to complete and Perk is able to both simplify its capital structure and enhance earnings potential through the reduction of its outstanding shares. We believe our current share price does not accurately reflect the value of the Company and this Transaction allows us to buyback Perk securities at a fair discount to current market prices given our average daily trading volumes. This Transaction reflects management’s confidence in the value of the Company as we head into Q4, our seasonally best quarter of the year.”
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.