TORONTO, April 29, 2019 (GLOBE NEWSWIRE) -- iSIGN Media Solutions Inc. (“iSIGN” or “Company”) (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing and public security alert solutions announced today the details relating the Company’s April 15, 2019 announcement on the non-binding Letter of Intent (“LOI”) signed with Coxcom Inc. (“Coxcom”) and its parent, Sat Reach Inc. (“Sat Reach”) on April 12, 2019.
The consideration given in the LOI for the acquisition of 100% of the issued and outstanding shares of both companies is 27.5 million iSIGN treasury shares priced at $0.08. This share issuance would represent approximately 16.8% of iSIGN’s shares after the acquisition is concluded. The parties have agreed that 50% of the iSIGN shares being issued as payment for the acquisition will be held in escrow for a minimum of one year from the date of closing this transaction. It should be noted that the consideration is wholly dependent on the completion of the due diligence progress and that the LOI is non-binding on the parties.
The companies to be acquired are privately held by one individual who is not related to iSIGN or its management. Coxcom is the operating entity and Sat Reach is a non-operating holding company.
This arm’s length transaction is subject to receipt of TSX Venture Exchange approval for the transaction, and will constitute a fundamental transaction, as defined in the policies of the Exchange.
iSIGN will be completing a $1.5 million brokered private placement, with proceeds of $1.1 million for iSIGN treasury shares priced at $0.08, for the issuance of 13.75 million iSIGN treasury shares, with the remaining $400,000 priced at not less then the applicable Discounted Market Price, or Market Price in the case of Convertible Securities, following the announcement of the Material Transaction pursuant to the TSX Exchange Policy 4.1, Section 1.7 to complete this acquisition. Proceeds of $1.1 million will be used to retire debt currently existing in Coxcom and Sat Reach. The remaining $400,000 will be used for working capital and finalization of existing software development. The closing of the acquisition is subject to the completion of the private placement. The acquisition and private placement raise are subject to receipt of TSX Venture Exchange approval.
The most recent management prepared financial statements for the fiscal years ended December 31, 2018 and October 31, 2018 for Coxcom and Sat Reach respectively, show combined revenues, primarily from the sale of hardware, installation and ongoing service and maintenance, of approximately $3.535 million; a net loss prior to income taxes/recoveries of approximately $224,300; with total assets of approximately $1.396 million and total liabilities of approximately $1.638 million, excluding inter-corporate transactions.
The companies’ unaudited accountant reviewed financial statements for the 2017 fiscal year ends, show combined revenues, primarily from the sale of hardware, installation and ongoing service and maintenance, of approximately $4.057 million; a net loss prior to income tax/recoveries of approximately $405,500; with total assets of approximately $1.601 million and total liabilities of approximately $1.659 million, excluding inter-corporate transactions.
Averaging the statements of Coxcom and Sat Reach over their respective 2016 through 2018 fiscal year ends results in combined annual revenues of approximately $4.843 million and a net loss, prior to income tax recoveries, of approximately $153,000.
“We are pleased to have this opportunity to acquire Coxcom. As a technology integrator and provider of digital signage solutions, their business supplements our operations as a Software-as-a-Service provider of proximity marketing and security messaging to mobile devices,” stated Mr. Joe Kozar, iSIGN’s Chief Executive Officer.
iSIGN, as a Software-as-a-Service (“SaaS”) company, was originally invited to partner with IBM as a software solutions provider to the IBM kiosks and other products. This partnership continues today and is still valued as a source of data when integrated with digital signage networks via IBM signage kiosks or other networks.
ISIGN’s hardware and software solutions continue to engage and integrate with digital signage enterprises to provide measurement, accountability and real time relevance to digital signage advertisements and messaging.
iSIGN’s solutions can be integrated with digital signage in malls, airports, and other public areas. The acquisition of Coxcom would clearly demonstrate iSIGN’s added value to advertisers and operators of digital networks everywhere. iSIGN’s technology solutions should benefit Coxcom as a digital signage network integrator to many established brands and locations by integrating iSIGN’s ability to provide instant measurable data to each ad campaign.
iSIGN’s patented solutions coupled with the ability to promote Coxcom’s integration and digital signage services to existing and future customers, should increase revenue and profitability of Coxcom.
Under the terms of the LOI, iSIGN will aim to deliver a definitive Share Purchase Agreement on or before May 15, 2019, subject to the receipt of current financial statements for Coxcom and Sat Reach and completion of all related due diligence and meeting all closing conditions.
A more comprehensive press release with additional details (including an expanded closing date) relating to the acquisition will be disclosed, once the definitive Share Purchase Agreement is executed by all parties.
About iSIGN Media
iSIGN, a Canadian company based in Toronto, Ontario is a data-focused, software-as-a-service (SaaS) company that is a pioneering leader in the areas of location-based security alert messaging and proximity marketing utilizing Bluetooth® and Wi-Fi connectivity in complete privacy. Creators of the Smart suite of products, a patented interactive proximity marketing technology, iSIGN enables the delivery of messages to mobile devices in proximity, with real-time reporting and analytics on a variety of metrics. Partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, TELUS and Mtrex Network Solutions. www.isignmedia.com
About Coxcom Inc.
Coxcom Inc. for over 21 years has successfully provided integrated professional solutions in the fields of Audio-Visual/Digital Signage/Structured Cabling and access Control, providing a single vendor offering on all aspects for planning and deployment. Coxcom has enjoyed solid growth and established long term clients which it attributes to their clear focus on customer satisfaction; consistency in quality of workmanship and reliability of service and support. Coxcom is a strategic business partner with a diverse group of small, medium and large sized companies. Coxcom continues to be successful at building and maintaining long-term strategic relationships with its customers and suppliers. In addition to its head offices staff based in Mississauga, Ontario, Coxcom Inc. also employ a key network of partners across Canada and partners in USA for complete coverage in North America. www.coxcominc.ca
Forward-Looking Statements
This news release may include certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with iSIGN Media’s business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect iSIGN Media’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. iSIGN Media 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.
© 2019 iSIGN Media Solutions Inc. All Rights Reserved. All other trademarks and trade names are the property of their respective owners.
Company contacts:
Joe Kozar
Chief Executive Officer
iSIGN Media Solutions Inc.
(905) 780-6200 ext 105
joe@isignmedia.com
Neither the 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 accuracy of this release.