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Intertainment Announces the Acquisition of SaaS Technologies Inc.(October 19, 2011)
TORONTO, CANADA -- (Marketwire) -- 10/19/11 -- Intertainment Media Inc. ("Intertainment" or the "Company")(TSX VENTURE:INT)(OTCQX:ITMTF)(FRANKFURT:I4T) is pleased to announce that it has completed the acquisition of SaaS Technologies Inc. ("SaaS"), an Ontario corporation, originally announced on July 25, 2011. Ortsbo Inc. ("Ortsbo"), a subsidiary of Intertainment, had an exclusive agreement to license and purchase the SaaS technology that made up part of the Ortsbo platform since August 2010.
The purchase of SaaS makes Ortsbo the sole owner of all existing, in development and future technology, IP and patents related to the Ortsbo platform. The SaaS team will remain an integral part of the Ortsbo platform and continue to be actively engaged in the development and success of Ortsbo.
Intertainment acquired all of the issued and outstanding shares of SaaS pursuant to a share purchase agreement among Intertainment, Ortsbo and the sole shareholder of SaaS (the "SaaS Vendor") in consideration for a total purchase price of $24,500,000 (the "Purchase Price") to be paid by way of cash and common shares of the Company ("Intertainment Shares") over a period of 24 months. At closing, the SaaS Vendor received $4,500,000 in cash and 8,250,000 Intertainment Shares at a deemed price of $0.58 per Intertainment Share (being the closing price per Intertainment Share quoted on TSXV on October 18, 2011). At closing the Corporation also cancelled a promissory note issued previously by the SaaS Vendor to the Company in the principal amount of $500,000. In addition, Intertainment issued the SaaS Vendor a non-interest bearing promissory note in the principal amount of $5,000,000, which shall be paid over a period of 24 months in eight equal instalments at the end of each calendar quarter following the closing date. Intertainment also issued the SaaS Vendor 16,750,000 Intertainment Shares at a deemed price of $0.58 per Intertainment Share to be held in escrow pursuant to a voluntary escrow agreement. The escrow agreement provides that the Intertainment Shares will be released over a period of 24 months in eight equal instalments at the end of each calendar quarter following the closing date.
The share purchase agreement also provides that, in the event Intertainment disposes of Ortsbo, or Intertainment disposes of the Ortsbo software to a third party, within three years after the closing date, the SaaS Vendor will receive 5% of the consideration, which may include cash and/or marketable securities, for such disposition received by Intertainment, net of the Purchase Price, which may be subject to regulatory approvals, including TSX Venture Exchange acceptance. The SaaS Vendor will also receive 5% of the quarterly revenue of Ortsbo for a period of three years after the closing date.
About Intertainment - www.intertainmentmedia.com
Connecting people with brands, Intertainment Media Inc. is a Rich Media Applications leader, focused on delivering leading edge technology and marketing solutions enabling clients to power enhanced branding, loyalty initiatives and consumer engagement. Selected as a Microsoft Global Agency Initiative partner, Intertainment has joined an elite group of interactive agencies worldwide that Microsoft recommends to its Partners and Customers.
Intertainment owns a number of key properties including Ortsbo, Ad Taffy, itiBiti and Magnum Fine Commercial Printing Limited.
Headquartered in Richmond Hill, ON, with offices in New York, Los Angeles and San Mateo, CA, Intertainment Media Inc. is listed on the TSX Venture Exchange under the symbol "INT", in the US on the OTCQX under the symbol "ITMTF" and on the Frankfurt Exchange under the symbol "I4T".
Forward Looking Information
This news release contains certain "forward-looking information" within the meaning of such statements under applicable securities law including statements relating to the acquisition of SaaS.
Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Actual timelines associated may vary from those anticipated in this news release and such variations may be material. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on this forward-looking information.
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 adequacy or accuracy of this release.
For Ortsbo / Intertainment Media Inc.:
David Lucatch, CEO
Public Relations / Media Inquiries:
SS / PR
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