SAN FRANCISCO and ATHENS, Greece, April
23, 2015 /PRNewswire/ -- LookSmart, Ltd. (NASDAQ: LOOK) and
privately-held Pyxis Tankers Inc. ("Pyxis") today jointly
announced that they have entered into an Agreement and Plan of
Merger (the "Merger Agreement"), whereby Pyxis will become a
publicly listed company as a result of the merger between
LookSmart, Ltd. ("LookSmart") and Pyxis' wholly-owned
subsidiary, Maritime Technologies Corp., a Delaware corporation. In addition, LookSmart
will spin off its existing business into a new entity called
LookSmart Group, Inc. ("LookSmart Group").
Pyxis Tankers Inc.
Pyxis Tankers Inc. is a newly formed international maritime
transportation company with a focus on the tanker sector. At the
consummation of the merger with LookSmart, Pyxis' fleet will be
comprised of six double hull product tankers with an average
current age of four years and that are employed under a mix of
short- and medium-term time charters and spot charters. Pyxis will
acquire these six vessels prior to the merger from an affiliate of
its founder and chief executive officer, Mr. Valentios ("Eddie")
Valentis. Four of the vessels in the fleet will be medium-range, or
MR, product tankers, three of which have eco-efficient or
eco-modified designs and two will be short-range tanker sister
ships. Each of the vessels in the fleet is capable of transporting
refined petroleum products, such as naphtha, gasoline, jet fuel,
kerosene, diesel and fuel oil, as well as other liquid bulk items,
such as vegetable oils and organic chemicals.
Pyxis' principal objective will be to own and operate its fleet
in a manner that will enable it to benefit from short- and
long-term trends that Pyxis expects in the product tanker sector to
maximize its revenues and to enhance returns to its stockholders.
Pyxis intends to expand the fleet through selective acquisitions of
modern product tankers in a manner that is accretive to stockholder
value. It expects to employ its vessels primarily through time
charters to creditworthy customers and on the spot market. Pyxis
intends to continually evaluate the markets in which it operates
and, based upon its view of market conditions, adjust its mix of
vessel employment by counterparty and stagger its charter
expirations. In addition, Pyxis may choose to opportunistically
direct asset sales when opportunities exist for subsequent
accretive vessel acquisitions and conditions are primed to generate
attractive returns for its stockholders.
Mr. Valentis commented, "A publicly-traded growth-oriented
product tanker company will be created upon closing of the merger
that we believe is unique among our competitors. We at Pyxis
Tankers look forward to communicating to the LookSmart shareholders
and the investment community about our value creation story and
growth opportunities."
The Transactions
Spin-Off
Prior to the execution of the Merger Agreement, LookSmart
transferred all of its businesses, assets and liabilities
(including its Clickable, Ad Center and web search businesses) to
LookSmart Group. Upon completion of this spin-off, LookSmart Group,
will be 100% owned by LookSmart's stockholders of record.
Merger
Under the terms of the Merger Agreement, LookSmart will merge
with and into Maritime Technologies Corp., which will be the
surviving corporation in the merger and will continue to be a
wholly-owned subsidiary of Pyxis. Upon completion of the merger,
each share of LookSmart's common stock issued and outstanding
immediately prior to the merger will be exchanged for the right to
receive a certain number of shares of Pyxis' common stock equal to
$4,000,000, as adjusted for the price
and number of LookSmart's outstanding common stock as of the date
that the merger becomes effective. After the completion of
the merger, and assuming no adjustments pursuant to the terms of
the Merger Agreement, the public stockholders of LookSmart are
expected to own approximately 5.66% of the total issued and
outstanding common stock of Pyxis.
Pyxis intends to apply to have its common stock listed on either
the Nasdaq Capital Market or the NYSE MKT under the symbol
"PXS."
LookSmart's Chief Executive Officer, Michael Onghai, stated, "We are very pleased to
give our stockholders this value enhancing transaction. Our
stockholders will have an opportunity to also own shares in Pyxis
without diluting their existing ownership in LookSmart and its
subsidiaries including Clickable, Inc., all of which will be
transferred into a new entity called LookSmart Group, Inc. This
transaction enables LookSmart Group to remain public with lower
costs of being public and more flexibility for its fast-growing
subsidiaries to raise capital with alternative sources of financing
such as venture capital. At the same time, this transaction offers
Pyxis a chance to be listed on a major stock exchange."
The Make Whole Record Date
In the event that subsequent to the Merger, Pyxis completes a
financing which results in gross proceeds to Pyxis of at least
$5,000,000 (a "Future Pyxis
Offering") at a valuation lower than the valuation ascribed to
the shares of common stock received by LookSmart stockholders
pursuant to the Merger Agreement (the "Consideration
Value"), Pyxis will be obligated to make "whole" the LookSmart
stockholders as of April 29, 2015
(the "Make Whole Record Date") by offering such LookSmart
stockholders the right to receive additional shares of Pyxis common
stock to compensate the LookSmart stockholders for the difference
in value of their Pyxis common stock.
In addition, should Pyxis fail to complete a Future Pyxis
Offering within a date which is 3 years from the date of the
closing of the Merger, each holder of the Company's common stock
who has held such stock continuously from the date of the Make
Whole Record Date until the expiration of such 3 year period (the
"Legacy LS Stockholders") will have a 24-hour option
beginning at the end of the 3 year period to require Pyxis to
purchase from such Legacy LS Stockholders a pro rata amount of
Pyxis common stock that would result in aggregate gross proceeds to
the Legacy LS Stockholders in an amount not to exceed $2,000,000; provided that in no event shall a
Legacy LS Stockholder receive an amount per share greater than the
Consideration Value.
About LookSmart, Ltd.
LookSmart is a pioneer in online advertising. Founded in 1997,
LookSmart has been connecting advertisers and agencies to high
quality sources of inventory for performance marketing, and helps
online publishers monetize their inventory through our award
winning Ad Center platform. LookSmart's highly scalable technology
processes billions of search queries on a daily basis, enabling
marketers to bid in real-time across search and display inventory,
and leverage intent data to get performance that meets aggressive
campaign goals. LookSmart also operates Clickable.com, a
technology-enabled solutions company that uses social media data to
help some of the world's most valuable brands understand their
customer needs and improve performance, as well as providing a
technology-enabled services company that helps companies and
agencies manage their online marketing for themselves and their
clients. LookSmart is based in San
Francisco, California. For more information, visit
www.looksmart.net, www.clickable.com, or call (415) 348-7000.
Additional Information and Where to Find It
In connection with the proposed merger, LookSmart and Pyxis will
prepare a proxy statement/prospectus for LookSmart's stockholders
proxy and a registration statement on Form F-4 to be filed with the
SEC. LookSmart's proxy statement/prospectus will be mailed to
LookSmart's stockholders that do not opt to receive the document
electronically. LookSmart and Pyxis urge investors,
stockholders and other interested persons to read, when available,
the proxy statement/prospectus, as well as other documents filed
with the SEC, because these documents will contain important
information.
Such persons can also read LookSmart's Annual Report on Form
10-K for the fiscal year ended December 31, 2014, for a
description of the security holdings of its officers and directors
and their respective interests as security holders in the
successful consummation of the transactions described herein.
LookSmart's definitive proxy statement/prospectus, which will also
be included in Pyxis' registration statement, will be mailed to
stockholders of LookSmart as of a record date to be established for
voting on the transactions described in this report. LookSmart's
stockholders will also be able to obtain a copy of such documents,
without charge, by directing a request to: LookSmart, Ltd., 50
California Street, 16th Floor, San
Francisco, CA 94111. These documents, once available,
can also be obtained, without charge, at the Securities and
Exchange Commission's web site (http://www.sec.gov).
Participants in Solicitation
Maxim Group LLC acted as sole financial advisor to Pyxis in
connection with the proposed Merger, for which it will receive a
fee. Additionally, Gruppo, Levy & Co. and Source Capital Group,
Inc. provided a fairness opinion to the Company in connection with
the proposed Merger, for which they will receive a fee. The Company
and its directors and executive officers, Maxim Group LLC, Gruppo,
Levy & Co. and Source Capital Group, Inc. may be deemed to be
participants in the solicitation of proxies for the special meeting
of the Company's stockholders to be held to approve the
Transactions described in this report. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the Company's stockholders in connection
with the proposed Transactions will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can find
information about the Company's executive officers and directors in
its Annual Report on Form 10-K, which was filed with the SEC on
March 17, 2015. You can obtain free copies of these documents
from the Company using the contact information above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of LookSmart, LookSmart Group, Pyxis or Maritime Technologies
Corp., nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Safe Harbor Language
This press release includes "forward-looking statements" within
the meaning of U.S. federal securities laws. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue" and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. These forward-looking statements and factors that
may cause such differences include, without limitation, LookSmart's
and Pyxis' expectations with respect to future performance, growth
and anticipated acquisitions; the anticipated financial impact of
the merger; ability to recognize the anticipated benefits of the
merger; costs related to the proposed merger; the satisfaction of
the closing conditions to the merger; the timing of the completion
of the merger; volatility in charter rates and profitability;
demand for shipping of refined petroleum products; global economic
conditions; changes in fuel prices; geopolitical events and
regulatory changes; damages to vessels; acts of piracy, political
instability, terrorist or other attacks, war or international
hostilities; loss of key personnel; delays in deliveries of product
tankers; difficulty managing planned growth properly; seasonal and
exchange rate fluctuations; access to additional financing; changes
in tax laws; weather and natural disasters; changing
interpretations of generally accepted accounting principles;
inquiries and investigations and related litigation; continued
compliance with government regulations; and other risks and
uncertainties indicated from time to time in filings with the SEC.
The foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in
LookSmart's most recent filings with the SEC and will be contained
in the proxy statement/prospectus to be filed as result of the
transactions described above. All subsequent written and oral
forward-looking statements concerning LookSmart, LookSmart Group,
Pyxis or Merger Sub, the transactions described herein or other
matters and attributable to LookSmart, LookSmart Group, Pyxis or
Merger Sub, or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither LookSmart, LookSmart Group, Pyxis nor Merger Sub undertake
or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect
any change in their expectations or any change in events,
conditions or circumstances on which any such statement is
based.
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SOURCE LookSmart, Ltd.