VANCOUVER, BC, Jan. 25,
2023 /CNW/ - Datable Technology Corporation
(TSXV: DAC) (OTC Pink: TTMZF) (the "Company" or "Datable"), the
developer of a proprietary, SaaS-based Consumer Lifecycle and Data
Management Platform called
PLATFORM3, announces that it
signed an amendment ("Amending Agreement") to the Letter Of
Intent ("LOI") to acquire (the "Acquisition") 100 percent
ownership of Local Marketing Solutions Group, Inc.("LMSG")
on January 17, 2023. The LOI was
signed on September 23, 2022 (see
press release dated September 30,
2022).
Pursuant to the terms of the Amending Agreement, Datable and
LMSG agreed to extend the deadlines for the signing of a Definitive
Agreement from November 15, 2022 to
March 31, 2023 and for the closing
date of the Acquisition from March 15,
2023 to April 28, 2023. All
other terms of the LOI remain unchanged.
The Amending Agreement was agreed upon to allow LMSG to
restructure its business as contemplated in the LOI and complete
the audited financial statements required to finish due diligence
and meet regulatory requirements.
Post-restructuring, LMSG's management estimates revenues of over
C$14 million and positive EBITDA in
2022. The combined company is expected to have pro-forma 2022
consolidated revenues of over C$18
million and be positioned for strong growth and positive
EBITDA in 2023.
LMSG provides marketing solutions and technology to national and
international brands that drive revenue through local sales and
marketing channels across the U.S. LMSG offers marketing automation
technology and a comprehensive set of supporting marketing services
and allowing corporate marketing control of brand image while
facilitating dissemination of product and service content and
materials for local channels. LMSG's customers include some of the
largest global companies and thousands of SMBs across the U.S.
The Acquisition will add LMSG's national sales and operations
team based in the U.S. and their complimentary portfolio of
technology and products. LMSG and Datable are excited by the
cross-selling opportunities and plan to sign an agreement to get
started prior to the close of the Acquisition. Datable's existing
customers are mostly leading U.S. based consumer brands that have
very large advertising and marketing budgets for the products and
services that LMSG provides. LMSG's sales team is keen to add
Datable's proprietary Consumer Lifecycle and Data Management
Platform to its offering for U.S. national brands and SMBs, with
the potential to add high-margin recurring revenues.
The combined company is expected to have pro-forma 2022 revenues
of close to C$18 million and be
positioned for strong growth in 2023 and beyond. Datable believes
that larger scale provides easier access to growth capital and
human resources and establishes a platform for growth by
acquisition in a fragmented market. LMSG brings a strong team with
a track record of managing organic growth and acquisitions in the
U.S. consumer marketing space, and an infrastructure to attract and
retain senior sales and product development professionals.
Terms of the Acquisition
Under the LOI, as amended by the Amending Agreement, Datable
will acquire LMSG at a base value of C$14,350,000 by paying the owners of LMSG
287,000,000 common shares (the "Shares") of Datable at a deemed
price of C$0.05 per Share. The LOI
also contemplates the completion of the private placement first
announced on June 20, 2022 and
extended to October 4, 2022 pursuant
to the press release dated September 1,
2022. The Definitive Agreement is expected to include terms
customary to an acquisition including, but not limited to:
- A concurrent financing of C$2.0 million to fund the growth of the combined
company,
- Employment agreements, including equity
incentives for key members of the LMSG management team; and,
- Two of five directors of Datable to be
appointed by LMSG.
Pursuant to the terms of the LOI, as amended by the Amending
Agreement, the Definitive Agreement is to be signed no later than
March 31, 2023 and the Acquisition is
to be closed no later than April 28,
2023, unless extended by mutual agreement.
After the execution of the Definitive Agreement, it is expected
the Acquisition will be subject to TSXV approval, completion of the
financing set out above, delivery of audited financial statements
for LMSG and other customary closing conditions.
About Datable Technology
Corporation
Datable has developed PLATFORM3 a
proprietary Consumer Lifecycle and Data Management Platform that is
sold to global consumer brands.
PLATFORM3 is delivered as a
subscription service (Software as a Service model) and used by some
of the worlds' most valuable consumer brands to access new consumer
communities and engage them while collecting, analyzing, and
managing their first-party data.
PLATFORM3 incorporates
proprietary technology to monetize the consumer data, including
demographics and purchasing behaviour, by sending consumers
targeted offers by email and text messages. For more information,
visit datablecorp.com.
About LMSG
Local Marketing Solutions Group (LMSG), a holding company, was
formed in 2012 by the executive management team of JGSullivan
Interactive Inc. The purpose of the holding company, through merger
and acquisition activity and organic growth, is to continue the
expansion of offering the broadest and most efficient marketing
solutions to national and international brands that drive revenue
through local sales and marketing channels. LMSG provides marketing
automation technology and a comprehensive set of supporting
marketing services capabilities, allowing corporate marketing
control of brand image while facilitating dissemination of product
and service content and materials for local channels.
For additional information about the company please visit
www.sedar.com. The TSX Venture Exchange Inc. has in no way passed
upon the merits of the transaction and has neither approved nor
disapproved the contents of this press release. Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release. This
news release contains forward-looking information, which involves
known and unknown risks, uncertainties and other factors that may
cause actual events to differ materially from current expectation.
Important factors – including the availability of funds and the
results of financing efforts, – that could cause actual results to
differ materially from the Company's expectations are disclosed in
the Company's documents filed from time to time on SEDAR (see
www.sedar.com). Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release. The Company disclaims any intention or
obligation, except to the extent required by law, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE Datable Technology Corp.