/NOT FOR DISTRIBUTION TO UNITED
STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES IN THE UNITED
STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR
ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO U.S.
PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN
OFFER OR SALE OF SECURITIES IN THE UNITED
STATES./
TSX Venture Exchange: ANTI.P
VANCOUVER, BC, July 27, 2020
/CNW/ - Antera Ventures I Corp. ("Antera") is pleased
to announce that it has entered into a letter of intent dated
July 26, 2020 (the "LOI") with
Wishpond Technologies Ltd. ("Wishpond") pursuant to which
Antera proposes to acquire all of the issued and outstanding
securities of Wishpond in exchange for the issuance of securities
of Antera, which will result in Wishpond becoming a wholly-owned
subsidiary of Antera (the "Wishpond Transaction"). The
Wishpond Transaction, assuming the completion of the Private
Placement (as defined below), will result in a reverse take-over of
Antera where the existing shareholders of Wishpond will own a
majority of the outstanding common shares of Antera (the "Antera
Common Shares") and Antera will be renamed "Wishpond
Technologies Ltd." (the "Resulting Issuer") or such other
name as Wishpond may determine. Upon completion of the Wishpond
Transaction, it is anticipated that the Resulting Issuer will be a
Technology Issuer.
Trading in the Antera Common Shares will be halted in accordance
with the policies of the TSX Venture Exchange (the "TSXV")
and will remain halted until such time as all required
documentation in connection with the Wishpond Transaction has been
filed with and accepted by the TSXV and permission to resume
trading has been obtained from the TSXV.
The Qualifying Transaction
Antera is a capital pool company and intends that the Wishpond
Transaction will constitute its "Qualifying Transaction" under the
policies of the TSXV. The Wishpond Transaction will not constitute
a non-arm's length qualifying transaction or a related party
transaction pursuant to the policies of the TSXV.
As consideration for the acquisition of all of the outstanding
securities of Wishpond, holders of issued and outstanding common
shares of Wishpond ("Wishpond Common Shares") will receive
approximately 3.2558 post-Consolidation Antera Common Shares for
each one (1) Wishpond Common Share (the "Exchange Ratio").
Excluding unvested incentive stock options, there are currently
11,466,755 Wishpond Common Shares issued and outstanding on a
fully-diluted basis and holders of such Wishpond Common Shares will
receive an aggregate of approximately 37,333,333 Antera Common
Shares in accordance with the Exchange Ratio. In addition, there
are currently 140,500 outstanding unvested incentive stock options
of Wishpond and holders thereof will receive approximately 457,438
incentive stock options of the Resulting Issuer pursuant to the
Exchange Ratio. The final structure of the Wishpond Transaction is
subject to the receipt of tax, corporate and securities law advice
by both Antera and Wishpond.
Immediately prior to the completion of the Wishpond Transaction,
it is anticipated that Antera will consolidate its issued and
outstanding Antera Common Shares on the basis of approximately
4.6467 pre-consolidation Antera Common Shares for each one (1)
post-consolidation Antera Common
Share as a condition to the completion of the Wishpond
Transaction (the "Consolidation").
Concurrent with the execution of a definitive agreement (the
"Definitive Agreement"), Antera and Wishpond will enter into
a bridge loan in the amount of $150,000 (the "Loan") for the sole-purpose
of providing Wishpond with the requisite funding of its legal and
accounting costs in connection with the Wishpond Transaction. The
provision of the Loan will be subject to TSXV approval pursuant to
the policies of the TSXV.
Wishpond intends to conduct, and it is a condition of the
Wishpond Transaction for Wishpond to close a concurrent private
placement (the "Private Placement") for minimum aggregate
gross proceeds of C$3,000,000 through
the offering of securities of Wishpond to be sold at an issue price
to be determined in the context of the market. Wishpond intends to
use the net proceeds from the Private Placement for sales growth,
product development, strategic acquisitions and general corporate
purposes.
About Wishpond
Wishpond is a provider of marketing focussed online business
solutions. Wishpond offers an "all-in-one" marketing
suite that provides companies with marketing, promotion, lead
generation and sales conversion capabilities. Wishpond
replaces entire marketing functions in an easy to use platform, for
a fraction of the cost. The Company serves over 2,000
customers who are primarily small-to-medium size businesses (SMBs)
in a wide variety of industries.
Wishpond's vision is to become the leading provider of digital
marketing solutions that empower entrepreneurs to achieve success
online, regardless of their industry or size. Wishpond has
developed cutting edge marketing technology solutions and continues
to add new features and applications with great velocity. In
addition to offering specific lead generation tools, Wishpond also
provides advanced marketing applications integrated and managed
from a centralized platform.
Wishpond employs a subscription-based SaaS (Software as a
Service) model where customers subscribe to the Company's software
and services through annual or monthly recurring plans.
Substantially all of the Company's revenue is subscription based
recurring revenue which provides excellent revenue and cash flow
visibility.
Wishpond is in the process of completing its audited financial
statements in accordance with International Financial Reporting
Standards (IFRS) as required by the policies of the TSXV and
applicable securities laws. Wishpond achieved unaudited revenue of
approximately $6M in Fiscal 2019
ended December 31, 2019, and the
Company's sales have grown at a three-year compounded annual growth
rate (CAGR) of over 30%.
Insiders of the Resulting Issuer
Upon completion of the Wishpond Transaction, it is anticipated
that the board of directors of the Resulting Issuer will consist of
five nominees: Ali Tajskandar (Chairman), Hossein Malek, a director to be appointed by
Antera who shall be Arinder Mahal,
an independent director to be approved by both Wishpond and Antera,
and an additional director to be appointed by Wishpond. The senior
management of Wishpond shall became the management of the Resulting
Issuer, specifically: Ali Tajskander as Chief Executive Officer,
Juan Leal as Chief Financial
Officer, Jordan Gutierrez as Chief
Operating Officer, and Nick Steeves
as Chief Product Officer.
Ali Tajskandar, Founder, Chairman, CEO and Board Member -
Ali has over 20 years experience as a software engineer,
entrepreneur, technologist and CEO. In 2009, Ali founded Wishpond
with the goal of simplifying marketing for business owners. Under
Ali's leadership, Wishpond has expanded its technology suite to
include a lead generation platform, award winning email marketing
platform, and an advanced marketing automation system. Prior to
Wishpond, Ali worked in a number of high-tech startups including
SoundLogic (acquired by Lucent), Seance Software, and Bitspan
Network. Ali holds a B.ASc. in Computer Science from Simon Fraser University and an MBA from the
University of British Columbia.
Juan Leal, Chief Financial
Officer - Juan Leal joined
Wishpond in January 2020 to lead the
financial transformation and corporate development strategy of
Wishpond. Prior to joining Wishpond, Juan was a Vice President
at KPMG's Corporate Finance practice in Western Canada advising North American
companies on acquisition strategies and leading mid-market buy-side
and sell-side M&A transactions across a variety of industries.
Juan obtained the Chartered Professional Accountant (CPA-CA) and
Chartered Business Valuator (CBV) designations through KPMG and
obtained an honours Bachelor degree in Business Administration from
Simon Fraser University.
Jordan Gutierrez, Chief
Operating Officer - Jordan is a serial entrepreneur, mentor,
and keynote speaker. Jordan joined Wishpond in 2011 as Chief
Operating Officer in charge of revenue, growth, and marketing.
Prior to Wishpond, Jordan founded Laleo, the largest medical
e-commerce website in Latin
America boasting eight figure revenues a year. Jordan's
accomplishments earned him several awards such as Western Canada's Entrepreneur, SFU Student
Entrepreneur of the Year, and Canada's Entrepreneur Student of the Year.
Jordan holds a degree in Economics from Simon Fraser
University.
Nick Steeves, Chief Product
Officer - Nick joined Wishpond in 2011, and has held
various roles in marketing, customer success and product in that
time. In his time with Wishpond, he has led the development of
Wishpond products, including Landing Page Editor, Website Popup
Builder, Website Form Builder, Marketing Automation, Leads
Database, Shopify Marketing Automation Integration, Contest Apps,
and more. Prior to joining Wishpond, Nick obtained a
Bachelor's degree in Business Administration from the University of
the Fraser Valley.
Hossein Malek, Board Member
and Investor - Hossein Malek is
Wishpond's primary investor supporting the Company from an early
stage. Hossein is an executive with a strong track record,
wide range of functional experience and demonstrated ability to
lead organizations through rapid growth. Recognized as a top
entrepreneur in Canada, Hossein
founded two companies in the converged voice and data applications.
In 2000, Hossein successfully sold one of his companies,
SoundLogic, to Lucent Technologies. Hossein holds a Bachelor's
degree in Computer Science Engineering from Western Michigan University and a Master of
Computer Science from the University of
Wisconsin-Madison.
Arinder S. Mahal, Board Member
- Arinder has a range of experience in the tech industry
including executive and operational management, investment banking,
mergers & acquisitions, and strategic advisory. He is
currently the founder & CEO of Antera Inc., a technology
focused merchant bank and is a board member of NanoXplore Inc.
(GRA-TSX). Previously he led the technology
investment banking teams at Echelon Wealth Partners, Dundee Capital
Markets, and was a Senior Manager at Deloitte Consulting.
Arinder has a Bachelor of Engineering from the University of Victoria and a MBA from Schulich
School of Business, York
University.
Biographical information regarding yet to be determined
directors will be provided in a subsequent news release.
Significant Conditions to Closing
The completion of the Wishpond Transaction is subject to a
number of conditions precedent, including but not limited to
satisfactory due diligence review, negotiation and execution of the
Definitive Agreement and accompanying transaction documents,
approval by the boards of directors of each of Antera and Wishpond,
approval of the shareholders of Wishpond, obtaining necessary third
party approvals, TSXV acceptance and closing of the Private
Placement for gross proceeds of not less than $3,000,000. There can be no assurance that the
Wishpond Transaction or the Private Placement will be completed as
proposed, or at all.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV
unless a waiver from the sponsorship requirement is obtained.
Antera intends to apply for a waiver from sponsorship for the
Wishpond Transaction. There is no assurance that a waiver from this
requirement will be obtained.
About Antera Ventures 1 Corp.
Antera is a capital pool company created pursuant to the
policies of the TSXV. It does not own any assets, other than cash
or cash equivalents and its rights under the LOI. The principal
business of Antera is to identify and evaluate opportunities for
the acquisition of an interest in assets or businesses and, once
identified and evaluated, to negotiate an acquisition or
participation subject to acceptance by the TSXV so as to complete a
Qualifying Transaction in accordance with the policies of the
TSXV.
Forward-Looking Statements Disclaimer
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Antera assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Antera. Additional information identifying risks and
uncertainties is contained in filings by Antera with the Canadian
securities regulators, which filings are available at
www.sedar.com.
Completion of the Wishpond Transaction is subject to a number
of conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Wishpond
Transaction, any information released or received with respect to
the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Wishpond Transaction and has neither approved nor disapproved the
contents of this press release.
The Antera Common Shares will remain halted until such time
as permission to resume trading has been obtained from the TSXV.
Antera is a reporting issuer in Alberta, British
Columbia, and Ontario.
SOURCE Antera Ventures I Corp.
