02:46:18 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Intertainment Media Inc
Symbol INT
Shares Issued 379,888,770
Close 2015-08-31 C$ 0.03
Market Cap C$ 11,396,663
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Intertainment shareholders OK Ortsbo IP asset sale

2015-08-31 17:32 ET - News Release

Mr. Anthony Pearlman reports

INTERTAINMENT MEDIA SHAREHOLDERS VOTED IN FAVOUR OF ACQUISITION BY YAPPN CORP.

Intertainment Media Inc.'s shareholders voted in favour of the disposition of the intellectual property assets of Ortsbo Inc., a subsidiary of Intertainment, to Yappn Corp., as previously announced on May 26, 2015, for a total purchase price of $17-million (U.S.). The terms of the agreement include the transfer of up to $1-million (U.S.) in debt and $16-million (U.S.) in Yappn equity.

At the special meeting of shareholders held today, the special resolution regarding the transaction was approved by at least two-thirds of the votes cast by shareholders of the company. Specifically, 94.02 per cent of the common shares voted were in favour of the special resolution approving the transaction, representing nearly 16.61 per cent of the issued and outstanding common shares of Intertainment.

In addition, as the transaction constituted a related party transaction pursuant to TSX Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, the special resolution regarding the transaction was also approved by a majority of the common shareholders, excluding certain votes as outlined in MI 61-101. The common shares of the company owned or controlled by David Lucatch, Craig McCannell and Herb Willer, representing approximately 4 per cent of the issued and outstanding common shares, were excluded from such disinterested shareholder voting.

Shareholders also voted in favour of the special resolution approving the consolidation of the common shares of the company on a 1:10 basis.

Yappn is acquiring key assets of Ortsbo, including U.S. patent No. 8,983,850 B2, U.S. patent No. 8,917,631 B2, U.S. patent No. 9,053,097, proprietary language services technology assets, know-how related to e-commerce, and customer care and business contracts.

"Intertainment remains focused on its technology investment portfolio, and this transaction is in line with our continuing strategy of building and developing the programs we invest in, and then creating an effective exit strategy that delivers the best possible shareholder value we can attain," said Anthony R. Pearlman, president and chief operating officer of Intertainment Media.

As part of the transaction, Intertainment will be seeking to retire certain Ortsbo-related debt obligations and minority shareholder interests.

We seek Safe Harbor.

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