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.
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.
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.
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.
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 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.