Télésystème Ltée., Jerry Tarasofsky, Capability Snapshot Inc., The Elaine Tarasofsky Family Trust, Stephen James Berns, The Stephen James Berns Trust, Daniel Taras, Robert Duff Anderson, FIER ID, s.e.c. and FIER SUCCÈS, s.e.c. (collectively, the “Rollover Shareholders”) will exchange, immediately prior to the Transaction, all of their Shares for shares of a wholly-owned subsidiary of XPND.Transaction Process The Transaction will be effected by way of a statutory amalgamation of iPerceptions with a wholly-owned indirect subsidiary of XPND under the Canada Business Corporations Act, requiring the approval of (i) two-thirds of the votes cast by holders of Shares and (ii) a simple majority of the votes cast by shareholders other than the Rollover Shareholders (the “Public Shareholders”). A special meeting of shareholders will be held to consider the Transaction on March 14, 2012. The Transaction will also be subject to customary conditions precedent, including obtaining regulatory approvals, if any. Subject to receiving the required iPerceptions shareholder and regulatory approvals, if any, and the satisfaction of the other customary conditions, it is anticipated that this transaction would close before the end of the first quarter of 2012. Other Transaction Terms iPerceptions has agreed not to solicit competing acquisition proposals for the Corporation but has retained the ability to consider a competing acquisition proposal not solicited by it which the Board of Directors (the “Board”) of the Corporation believes, in the exercise of its fiduciary duties, represents a superior proposal and to terminate the Agreement in the event of such superior proposal, subject to XPND’s right to match or being paid a minimum termination fee of $150,000. Board Approves Unanimously On October 12, 2012, an independent committee (the “Independent Committee”) of the Board comprised of three independent directors, namely: Mr. Jean Lavigueur (Chairman), Mr. Claude Blanchet and Ms. Daphne Kis, was formed for the purpose, among other things, of considering a proposal from XPND. The proposed Transaction has been approved unanimously by the Board (with interested directors abstaining) following the report and favourable unanimous recommendation of the Independent Committee. In doing so, the Board determined that the Transaction is fair to the Public Shareholders and in the best interests of iPerceptions and its shareholders and authorized the submission of the Transaction to shareholders of the Corporation for their approval at a special meeting of shareholders. The Board has also determined unanimously (with interested directors abstaining) to recommend to the shareholders of iPerceptions that they vote in favour of the Transaction.
The Independent Committee and the Board received an opinion from ModelCom Inc. (the “Opinion”) that the consideration to be received pursuant to the Transaction is fair from a financial point of view to the Public Shareholders. A copy of the fairness opinion, factors considered by the Independent Committee and the Board and other relevant background information will be included in the management information circular that will be sent to iPerceptions shareholders in connection with the special meeting to consider the Transaction.Speaking on behalf of the Independent Committee, Jean Lavigueur said: “In the past months, iPerceptions has sought interest from a wide variety of parties with respect to numerous potential transactions involving the Corporation in view of maximizing value for its shareholders. After an extensive review of the strategic alternatives available to iPerceptions and thorough review of the terms and conditions of the Transaction, of the Agreement and of the Opinion, as well as a thorough review of other matters, the Independent Committee unanimously determined that the Amalgamation is fair to the Public Shareholders and in the best interest of iPerceptions and its Public Shareholders. The Transaction with XPND is the culmination of this extensive process.” Speaking on behalf of the Board, Barry Cracower said: “We are very pleased with the Transaction. We’ve always been committed to delivering innovative solutions to our customers and partners. Our agreement with XPND is in line with this commitment and will help iPerceptions take its next step into the future.” A copy of the Agreement, the Support and Voting Agreements, the fairness opinion and certain related documents will be filed with applicable Canadian securities regulators and will be available at the SEDAR website at www.sedar.com in due course. The management information circular in connection with the special meeting of shareholders to consider the Transaction is expected to be mailed to shareholders over the coming weeks. About iPerceptions iPerceptions is the leader in web-focused Voice of Customer analytics, using advanced intercept surveys to gather feedback from representative samples of actual visitors. Its webValidator Continuous Listening solution and 4Q Suite solution turn millions of data points into easy to understand strategic and tactical decision support, while its Web Analytics Solution Profiler (WASP) provides superior web analytics quality assurance. iPerceptions’ clients include well known brands such as Dell, InterContinental Hotels, LG Electronics, General Motors, Harvard Business Review, Choice Hotels International and Monster Worldwide. For more information, please visit www.iperceptions.com. About XPND XPND is a newly created growth capital fund located in Montreal and focusing on media, entertainment and technology companies It is led by Alexandre Taillefer, a well-known serial entrepreneur who founded multiple successful companies in Montreal, including Nurun, Hexacto and Stingray Digital. XPND focuses on investing in established companies with a substantial market share in their specific market that can benefit from the expertise of XPND’s seasoned management in strategy, sales, finance and operations. Its partners are all Montreal-based private companies and individuals.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.Forward-Looking Statements Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of iPerceptions Inc. to be materially different from any future results, performance or achievement expressed or implied by the said forward-looking statements.