TORONTO, Feb. 27, 2019 (GLOBE NEWSWIRE) -- Kuuhubb Inc. ("Kuuhubb" or the "Company") (KUU.V), a mobile game development, and publishing company, targeting a female audience with bespoke mobile experiences, announces that it has reached an amicable settlement (the "Amicable Settlement") with the shareholders of the Company (the "Dissident Shareholders") that had sent a shareholder requisition (the "Requisition") to the Company on January 9, 2019 and certain current and former directors and other related parties of the Company, namely Arnold Kondrat, Maurice Colson and Finhub Acquisition Inc. (the "Canadian Parties") and Geoffrey Farr.
As part of the Amicable Settlement:
- the Dissident Shareholders have withdrawn the Requisition and have agreed to not solicit proxies, directly or indirectly, in connection with the annual and special meeting of shareholders of the Company scheduled for April 4, 2019 (the "AGM");
- the Dissident Shareholders have the right to nominate one independent director for election at the AGM and at each annual meeting of shareholders of the Company held during the Standstill Period (as defined below), as long as they continue to collectively own, together with Mr. Kondrat, no less than 10% of the issued and outstanding common shares of the Company ("Common Shares");
- to facilitate the transition to the new board of directors of the Company (the "Board"), Arnold Kondrat has agreed to not stand for re-election at the AGM;
- the Canadian Parties and the Dissident Shareholders have all agreed to a standstill covenant for a period of two years (the "Standstill Period") pursuant to which they shall not, among other things, engage in any solicitation of proxies with respect to the voting of securities of Kuuhubb or seek, alone or in concert with others, to make a bid for or requisition or call a meeting of securityholders of Kuuhubb, to nominate any candidate for election to the Board (other than pursuant to the Amicable Settlement) or to otherwise alter the composition of the Board;
- the Company has agreed to pay or reimburse all fees, loans and expenses owed to the Dissident Shareholders, the Canadian Parties and Mr. Farr, including by issuing Common Shares to each of Messrs. Colson and Farr at a price per Common Share equal to the market price of the Common Shares (within the meaning of the policies of the TSX Venture Exchange) as of the date hereof in satisfaction of $92,300 in aggregate in director fees and other salary owed by the Company to Messrs. Colson and Farr.
"We are happy that we were able to reach a settlement and look forward to focusing on developing Kuuhubb’s products and creating growth and value for our shareholders", said Jouni Keranen, CEO of Kuuhubb.
Notwithstanding the Amicable Settlement and the withdrawal of the Requisition, the AGM is expected to be held as planned on April 4, 2019 to, among other things, elect the directors of the Company.
Kuuhubb also announces that Garner Bornstein has been appointed to the Board. Mr. Bornstein is the founder and CEO of Breethe, a meditation lifestyle app, which has grown to several million users. Mr. Bornstein previously co-founded Airborne Mobile, one of North-America’s first mobile content developers and publishers. Airborne was sold in 2005 to Cybird Co. Ltd., a publicly traded Japanese mobile content publisher.
Kuuhubb is a company active in the digital space that focuses mainly on lifestyle and mobile game applications for the female audience. Its strategy is to create sustainable shareholder value through acquisitions of proven, yet underappreciated, assets with robust long-term growth potential. Headquartered in Helsinki, Finland, Kuuhubb has a global presence with a strong focus on developing U.S. brand collaborations and Asian partnerships.
Certain information set forth in this document is considered forward-looking information, and necessarily involves risks and uncertainties, certain of which are beyond the Company’s control. Such risks include but are not limited to delays in scheduling and holding the AGM within the time periods contemplated herein. Actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do, what benefits Kuuhubb will derive therefrom. With respect to forward-looking information contained herein, Kuuhubb has made assumptions regarding the anticipated timing for the AGM. Furthermore, the forward-looking information contained in this document is made as of the date of this document, and Kuuhubb does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities law.
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.
For further information, please contact:
Jouni Keränen – CEO
Office: +358 40 590 0919
Office: +1 (416) 479-9547