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Cyberplex Announces Sale of Tsavo Media, Guidance for Q1 2012 and Normal Course Issuer Bid(April 24, 2012)
TORONTO, ONTARIO -- (Marketwire) -- 04/24/12 -- Cyberplex Inc. (TSX:CX) a leader in performance-based online marketing and technology solutions today announced that it has sold its indirect subsidiary, Orion Foundry (Canada) Inc. ("Tsavo Media") as part of a series of transactions valued at approximately $33 Million (the "Transaction").
Sale of Tsavo Media
The Company had previously reported significant operational and financial set-backs for Tsavo Media as well as ongoing volatility in the asset performance since the Yahoo!-Bing integration commenced in the fourth quarter of 2010. These events resulted in lengthy and ongoing dispute with Tsavo Media's principal lender, American Capital, and likely non-compliance with financial covenants under the terms of Tsavo Media's credit facility with American Capital. As a result of these issues, Tsavo Media's operations and financial performance had been materially impacted with very little likelihood of recovery without significant investments. As of the time of the sale, Tsavo Media's debt obligation to American Capital was approximately US$24.6 Million.
"Over the past 18 months the team at Tsavo worked extremely hard to overcome challenges presented by the situation at Yahoo!." said Geoffrey Rotstein, CEO of Cyberplex. "But in the end, Tsavo in its current state does not hold strategic value to Cyberplex and continues to be an impediment to creating shareholder value at Cyberplex."
As reported on February 6, 2012, the Board of Directors of the Company established a Special Committee to review the status of Tsavo Media and strategic alternatives for that division. Upon completion of the strategic review, the Special Committee recommended that the Company pursue the Transaction. The Board of Directors of the Company, upon reviewing the report of the Special Committee and the alternatives for realizing shareholder value from the Tsavo Media division, concluded that it was in the best interests of Cyberplex and its shareholders that the Company be directed to go through with the Transaction.
Under the terms of the Transaction, the $33 Million consideration is to be satisfied as to: (i) $7,320,000 in cash; (ii) the assumption by the purchaser of the debt obligations of Tsavo Media and CX Ontario Holdings Inc. under the senior secured credit facility with American Capital Ltd. in the approximate amount of US$24,650,000; (iii) the assumption by the purchaser of a further debt obligation of a subsidiary of Cyberplex in the principal amount of $500,000 plus accrued interest, (iv) the transfer from Tsavo of certain internet domain properties valued at approximately $160,000; and (v) the transfer of 6,314,545 common shares of the Company held by former management of Tsavo Media, representing slightly less than 5% of the Company's issued and outstanding common shares, back to the Company for cancellation. The purchaser in the Transaction is a company in which Ted Hastings, former President of Cyberplex, has a financial interest.
Guidance for the First Quarter Ending March 31, 2012
Today the Company also provided guidance for the first quarter ending March 31, 2012. Cyberplex reported that it expects first quarter revenue will be in the range of $16.1 million to $16.4 million. Adjusted EBITDA for the quarter is expected to be in the range of a loss of $0.4 million to $0.1 million. Excluding the operations of Tsavo Media, revenue for the quarter is expected to be in the range of $3.4 million to $3.6 million and adjusted EBITDA in the range of a loss of $0.5 million to $0.6 million.
Normal Course Issuer Bid
The Company announced today that it has filed a notice of intention to commence a normal course issuer bid with the Toronto Stock Exchange (the "TSX"). Under the bid, which is subject to acceptance by the TSX, the board of directors has authorized the purchase of up to 11,913,232 of its common shares, representing approximately 10% of the "public float" of common shares. Purchases will be made on the open market by Cyberplex through the facilities of the TSX in accordance with TSX requirements. The prices that Cyberplex will pay for any purchased common shares will be the market price of such shares on the TSX at the time of acquisition.
Following the transfer and cancellation of 6,314,545 common shares of the Company held by former management of Tsavo Media as reported in this release, Cyberplex will have 127,525,351 common shares issued and outstanding, with a public float of 119,132,318 common shares. The Company has not purchased any of its common shares during the preceding 12 months pursuant to a normal course issuer bid.
The Company believes that from time to time the common shares of the Company have been trading at prices that do not fully reflect the underlying value of the Company. As a result, Cyberplex believes that its common shares are a good investment at its current and recent prices.
The Company may from time to time enter into a pre-defined plan with a registered investment dealer to allow for the repurchase of common shares at times when Cyberplex ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules, or otherwise. This plan will be adopted in accordance with applicable TSX rules and Canadian securities laws.
Cyberplex Inc. (www.cyberplex.com) is a North American leader in online publishing and customer acquisition strategies. The Company, through its subsidiaries, connects advertisers to their most relevant online customers and prospects. Cyberplex delivers targeted, high quality results through online, mobile and social media initiatives that improve advertiser ROI, monetize the value of online properties, and build loyal audiences.
This news release may contain forward-looking statements that are based on management's current expectations and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. Cyberplex is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.
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