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Imperus Technologies Corp
Symbol LAB
Shares Issued 161,029,989
Close 2015-09-04 C$ 0.185
Market Cap C$ 29,790,548
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Imperus to acquire Akamon for $25.57-million (U.S.)

2015-09-08 13:01 ET - News Release

Mr. Daniel Kajouie reports

IMPERUS ENTERS INTO OPTION AGREEMENT TO ACQUIRE SOCIAL GAMING COMPANY

Imperus Technologies Corp. has entered into a binding option agreement to acquire all of the issued and outstanding shares of the social gaming company Akamon Entertainment Millennium SL. Imperus has the right, but not the obligation, to acquire Akamon by exercising the option agreement at any time prior to Sept. 25, 2015, with the closing to occur on or before Oct. 2, 2015. The aggregate purchase price for the acquisition of Akamon is $25,578,904 (U.S.), payable in cash and securities of Imperus. Imperus has advanced $600,000 (U.S.) as a non-refundable deposit, and an additional $22.25-million (U.S.) in cash is payable on the closing date plus $500,000 (U.S.) in cash to be deposited into escrow. The final $2,228,904 (U.S.) shall be paid in Imperus securities to certain of the shareholders of Akamon following the closing date.

Imperus expects that the financing for the acquisition will be completed through a combination of the company's cash on hand and the remainder through a non-convertible debt facility from a number of current shareholders and insiders of Imperus.

Akamon is currently forecasting to generate annualized revenue of approximately $21.4-million ($16.2-million (U.S.)) and $6.2-million ($4.7-million (U.S.)) of adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) in 2015. The baseline acquisition consideration to be paid by Imperus is 5.4 times adjusted EBITDA.

Akamon has generated approximately $11.4-million ($8.6-million (U.S.)) in sales for the seven months through July, 2015. Akamon has total assets of approximately $7.6-million ($5.8-million (U.S.)) with current liabilities of approximately $2.9-million ($2.2-million (U.S.)). These figures are unaudited.

Post the acquisition, Imperus will immediately elevate to a top-tier social gaming company, with forecasted 2016 revenue of between $70-million and $75-million, and adjusted EBITDA of between $25-million and $30-million.

Akamon is the leading developer and publisher of social games within Latin America and Southern Europe. With its head offices in Barcelona, Spain, and an additional presence in Tel Aviv, Israel, Akamon is the operator of a number of gaming portals, which attract in excess of 450,000 daily customers. With a user database of over 25 million, Akamon is the largest Spanish- and Latin American-based social gaming company in the world. Since its inception in 2011, Akamon has experienced strong growth year over year and continues this trend to this date.

Following the closing of the acquisition, all key management of Akamon will be retained by Imperus. Akamon possesses some of the most sought-after industry executives, such as Vicenc Marti, co-founder and chief executive officer of Akamon (former managing director of Cirsa, former chief marketing officer of Spanish airline Vueling), and Alex Cohen (former head of game design at Quickspin, product lead on premium games at IGT and the author of popular slot machines such as the Hangover). Mr. Cohen recently won the E-Gaming Review awards for Rising Software Star of the Year and Game of the Year.

Daniel Kajouie, CEO of Imperus, commented: "We are extremely excited to have Akamon join the growing Imperus family. With Akamon, Imperus will benefit from an immediate and large footprint into South America, namely Brazil, in addition to Mexico, Spain, France and Italy, where Diwip currently has very little presence. With virtually no overlap of customers between Diwip and Akamon, Imperus will have the opportunity to cross-sell its products to a much larger audience and leverage the infrastructure of both companies to accelerate growth almost immediately."

Mr. Marti, CEO of Akamon, stated: "To me, as CEO and co-founder of Akamon, the acquisition of Akamon by Imperus is a game changer. The opportunities in front of us are immense; the transition to mobile in Akamon's core regions represents in itself a value multiplier of the already exceptional performance of Akamon in Southern Europe and Latin America.

"Imperus, with its other assets, especially Diwip, with whom we will focus in maximizing synergies, will accelerate our plans. Latin America is the fastest-growing smart-phone region in the world and craved by the entire social casino gaming community, and along with Imperus, we plan to capitalize on that trend. I am convinced that by combining with Imperus, we will unlock tremendous value, and I have chosen to base almost exclusively my own compensation in the form of Imperus stock to highlight my faith in our joint future," said Mr. Marti.

The acquisition is subject to certain conditions such as financing, regulatory approval and approval by Third Eye Capital Corp. as administrative agent for the debt lenders to the company. The option agreement is an arm's-length agreement that was entered into on Aug. 4, 2015. There are no finders' fees payable by Imperus in connection with the acquisition, and Imperus will assume long-term debt of approximately $1.2-million ($900,000 (U.S.)) as part of the transaction.

About Akamon

Akamon Entertainment is the leading social casino and traditional games company in Latin America and Southern Europe. This independent, fast-growing company has 63 employees in Barcelona, Valencia and Tel Aviv to offer multiplatform synchronous social games.

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