Good Life Networks Inc., a programmatic advertising technology company, announced that it has entered into a definitive agreement to acquire all of the issued and outstanding shares of Impression X, Inc., a leading connected television advertising technology company. The Definitive Agreement follows a binding letter of intent entered into between the two companies, originally announced in a Company press release dated May 17, 2018. GLN will acquire the Purchased Shares for an aggregate purchase price of up to US$4,500,000.
Under the terms of the Definitive Agreement, consideration for the Purchased Shares will consist of the following:
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a) |
US$500,000 in cash, payable to the shareholders of Impression X (the “Vendors“) at closing; |
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b) |
US$400,000 in common share purchase warrants of the Company (“Warrants“), payable to the Vendors at closing, based upon the greater of: (i) the 10-day volume weighted average trading price of the Company’s common shares on the TSX Venture Exchange (“TSX-V“) immediately prior to the date of issuance; and (ii) the lowest price permitted by the policies of the TSX-V; |
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c) |
a performance earn-out of up to US$1,000,000 in cash based on agreed-upon milestones; and |
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d) |
a performance earn-out of up to US$2,600,000 in Warrants based upon the greater of: (i) the 10-day volume weighted average trading price of the Company’s common shares on the TSX-V immediately prior to the date of issuance; and (ii) the lowest price permitted by the policies of the TSX-V. |
Management of GLN is comfortable that it has the resources available and on hand to complete the acquisition of the Purchased Shares. The Definitive Agreement was negotiated at arm’s length.
“We believe this acquisition should be immediately accretive to earnings,” said Jesse Dylan, CEO of GLN. “CTV is a very exciting revenue vertical for us, as an increasing number of consumer TVs are connecting online. This acquisition and expansion into CTV is a perfect example of how we continue to leverage our technology to grow the company and create value for our shareholders.”
The IAB (Interactive Advertising Bureau) Changing TV Experience report indicates that 56% of consumer TVs are now IP connected. The IAB anticipates CTV ad revenues are projected to hit $31.5 billion in 2018, up 275 percent from $8.4 billion in 2015.
“GLN technology will substantially elevate the industry leading performance of Impression X’s CTV platform,” said Matt Hopkins, CEO of Impression X. “The growing popularity of CTV is bringing important new opportunities traditionally associated with digital media to the television ecosystem, such as interactivity, data, and targeting. The combination of Impression X’s platform powered by GLN technology will create an opportunity to be one of the leaders in this emerging CTV space.”
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