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(TSX-V: IPE) iPerceptions Inc. (“iPerceptions” or the “Corporation”) today announced that it has entered into a definitive agreement (the “Agreement”) with certain affiliates of XPND Fund, L.P. (“XPND”), a growth capital fund located in Montreal and focusing on media, entertainment and technology companies, providing for the amalgamation of the Corporation with a wholly-owned indirect subsidiary of XPND (the “Transaction”).
Under the terms of the Agreement, XPND will acquire all of the issued and outstanding common shares of the Corporation (the “Shares”) for a consideration of $0.08 per share in cash, other than the Shares held by the Rollover Shareholders (as defined below). The Transaction is not conditional on financing or due diligence.
The all-cash consideration of $0.08 per Share represents a premium of approximately 100% over the closing price of the Shares on January 26, 2012, 71% over the volume-weighted average trading price of the Shares for the past 20 trading days, and 24% over the average of the closing prices of the Shares during the past 24 months.
“We are very pleased with this transaction: it better reflects iPerceptions’ true value, supports our commitment to maximize value for all our shareholders and enables a better future for the Corporation” commented Claude Guay, iPerceptions’ President and Chief Executive Officer.
Alexandre Taillefer, Managing Director of XPND added, “We are confident that we can add value to iPerceptions, allowing it to achieve the success it deserves given the quality of its products and customers that have been using its solutions for years.”
The Rollover Shareholders (as defined below), representing approximately 66% of the Shares, have each entered into a support and voting agreement pursuant to which they have agreed to vote their Shares in favour of the Transaction (collectively, the “Support and Voting Agreements”), subject to the right to terminate the Support and Voting Agreements in certain circumstances.