MONTREAL, QUEBEC--(Marketwired - Oct. 3, 2017) - AtmanCo Inc. ("AtmanCo" or the "Company") (TSX VENTURE:ATW) is pleased to announce the completion of its previously-announced acquisition of VuduMobile for a total purchase price of $600,000, including $250,000 paid cash immediately, $288,560 through the immediate issuance of 1 697 411 common shares at a price of $0.17, $11,440 as a debt assumed and $50,000 as a balance of sale payable in two equal payments of $25,000 in six and twelve months from closing. The balance of sale will be adjusted by an amount equal to the surplus or deficit of a working capital ratio of 1.20x as well as for uncollected accounts receivable 120 days after closing. For more information on the acquisition of VuduMobile, please see the Company's press release dated August 16, 2017.
Acquisition of Appwapp
The Company also announced the signature of a letter of intent for the acquisition of all the outstanding shares of Services Appwapp Inc. ("Appwapp") for a total purchase price of $300,000, including $150,000 paid cash at closing, $125,000 through the issuance of common shares at closing at a price equal to the last weekly average closing price and $25,000 as a balance of sale payable in two equal payments of $12,500 in six and twelve months from closing. The balance of sale will be adjusted by an amount equal to any deficit to a working capital ratio of 1.20x as well as for uncollected accounts receivable 120 days after closing.
Appwapp offers web and mobile development services to a diversified corporate customer base including VuduMobile, a company newly acquired by AtmanCo.
The closing of this transaction between AtmanCo and VuduMobile, which are dealing at arm's length, is conditional among other things on AtmanCo carrying out a satisfactory due diligence on VuduMobile, obtaining financing with size, terms & conditions to be determined and obtaining all necessary regulatory approvals. Closing of the transaction is expected on or about October 16, 2017. No commission is payable and no change of control will result.
Additional information regarding the Company is available on SEDAR www.sedar.com. The TSX Venture Exchange and its Regulatory Services provider (as per meaning assigned to this term in TSX Venture Exchange's policies) bear no liability as to the relevance or accuracy of this press release.
Forward-Looking Statements Disclaimer
Certain statements in this press release may be forward-looking. Such statements include those with respect to the closing of the acquisition of Appwapp, the closing date thereof, the potential effect of that acquisition on the Company, the Company's ability to raise funds and the use of the proceeds raised thereunder. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) All of the conditions for the transaction will be met. In particular, AtmanCo will complete a satisfactory due diligence on Appwapp's operations, finances, legal condition, etc., (ii) AtmanCo and Appwapp's shareholders will successfully negotiate and enter into a purchase agreement and other documents relating to the transaction, (iii) AtmanCo will successfully obtain the necessary regulatory approvals for the acquisition of Appwapp on commercially-acceptable terms, (iv) the acquisition of Appwapp will allow AtmanCo to achieve the anticipated synergies, in particular with respect to Appwapp's clientele, products and geographic markets, (v) AtmanCo will be successful in its efforts to identify and secure investors for its financing and (vi) AtmanCo's management will not identify and pursue other business objectives using the proceeds of the financing. Factors that could cause actual results to differ materially from expectations include (i) the discovery in the course of the due diligence of negative factors with respect to Appwapp that would prevent AtmanCo from proceeding with the acquisition, (ii) the failure of the negotiations between the parties with respect to the final documentation, (iii) the Company's inability to achieve the anticipated synergies for any reason, including the refusal of Appwapp's clients to refuse to acquire AtmanCo's services or technical issues that prevent the integration of AtmanCo's systems with those of Appwapp, (iv) the Company's inability to secure investors for its financing, (v) the Company's inability to make effective use of the funds raised for its financing, (vi) the Company's inability to obtain the necessary regulatory approvals for the acquisition or its financing, (vii) labour disputes or the materialization of similar risks, (viii) a deterioration in capital market conditions that prevents the Company from raising the funds it requires on a timely basis and (ix) generally, the Company's inability to develop and implement a successful business plan for any reason.
A description of other risks affecting AtmanCo's business and activities appears under the heading "Risks Factors and Uncertainty" on pages 9 and 10 of AtmanCo's 2016 annual management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that AtmanCo will derive therefrom. In particular, no assurance can be given as to the future financial performance of AtmanCo. AtmanCo disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event, except as required under applicable law. The reader is warned against undue reliance on these forward-looking statements.
AtmanCo (TSX VENTURE:ATW) is a leader in information technology in the telecom industry, owner of several web platforms including VoxTel, Québec Rencontres, Atman and Bloomed. VoxTel offers various interactive landline and mobile phone solutions, as well as carrier billing and SMS features. Quebec Rencontres is a web and mobile social network application catered to building serious and sustainable relationships. Atman and its APIs enable companies to optimize their human capital. Bloomed is a cloud-based platform to manage data (smart data) on consumers and their behaviors, which is developed for marketing agencies and their campaigns for the consumer and corporate markets.