Big Stick Media Announces Proposed Acquisition of Don Best Sports
VANCOUVER, BRITISH COLUMBIA, Mar 27, 2008 (Marketwire via COMTEX) -- Big Stick Media Corporation (TSX VENTURE:BSM) ("BSM" or the "Company") is pleased to announce that it has entered into an Agreement to purchase all of the issued and outstanding shares of Corcom, Inc. ("Corcom"), a Nevada-based corporation, which operates the Don Best Sports information service business (the "Corcom Transaction"). BSM is now seeking the approval of the TSX Venture Exchange (the "Exchange") for the Corcom Transaction. Receipt of such approval is one of the conditions to closing the Corcom Transaction. The transaction is expected to close on or prior to April 23, 2008 (the "Closing Date").
Corcom, a wholly owned subsidiary of SkillJam Technologies Corporation ("SkillJam"), provides products and services related to the provision of real-time, fact-based information relevant to the North American sports industry.
BSM's CEO, Christopher Kape, stated, "The acquisition of the Don Best Sports service, when combined with BSM's existing Linetracker offering, will create a market leader in the live-lines sports information business. The combined operations will realize tremendous operating synergies and cost savings by eliminating certain duplicated expenses. Furthermore, management believes that BSM's revenue base will be bolstered substantially and we anticipate a much healthier bottom line cash flow."
The Corcom Transaction represents an arm's length transaction with no related party issues associated therewith. As well, no finder's fee is payable in association with the Corcom Transaction. Following the acquisition, Corcom will become a wholly owned subsidiary of BSM and it is envisioned that Corcom will be self-sufficient in terms of managerial direction, financing and accounting.
Subject to the approval of the Exchange and satisfaction of certain other conditions, the aggregate purchase price to be paid by BSM for the Corcom shares will be USD $16,740,000 (the "Purchase Price").
Of the aggregate Purchase Price, USD $12,650,000 is due to be paid on the Closing Date with USD $8,150,000 payable in cash and USD $4,500,000 payable via the issuance from the treasury of BSM of either common shares (each share having an anticipated deemed price of USD $0.20) or an equivalent number of consideration warrants which can be converted into an equivalent number of common shares. With respect to the deferred portion of the Purchase Price not payable on the Closing Date (USD $4,090,000), USD $2,045,000 is due and payable in cash on the six month anniversary of the Closing Date and USD $2,045,000 is due and payable in cash on the twelve month anniversary of the Closing Date. BSM anticipates that it will be able to make these payments directly out of its operating cash flow.
Furthermore, on the Closing Date, BSM will grant an additional common share purchase warrant (the "Additional Warrant") to SkillJam providing for the purchase of common shares at an exercise price of USD $0.20 for a period extending two years from the Closing Date. The number of common shares eligible for purchase pursuant to the Additional Warrant will be that amount which, when combined with the securities to be issued to SkillJam as part of the Purchase Price, will provide SkillJam with an 18.4% interest in BSM's fully diluted share capital. Moreover, for a period of two years following the Closing Date, SkillJam will have the right but not the obligation to participate pro rata in any subsequent financings undertaken by BSM that involve the issuance of equity securities or securities convertible into equity in order to maintain its then prevailing interest in the fully diluted share capital of BSM.
SkillJam will have a right to designate one person for inclusion on the board of directors of BSM. Should they choose not to make such a designation, they retain the right to appoint an observer to attend the meetings of the board of directors (in a non-voting capacity).
In conjunction with the Corcom Transaction, the Company proposes to effect a non-brokered private placement in the aggregate amount of between USD $9 million and USD $9.25 million. The private placement will consist of the issuance of two forms of securities as follows:
1. the issuance of common shares at a price of USD $0.20 per share; and
2. the issuance of convertible debentures having a term of three years, an annual interest rate of 5% and conversion rights into common shares of BSM at a per share conversion price of CDN$0.25 for the term of the debentures. For each dollar of debentures purchased, BSM will issue to such purchaser one warrant to purchase a common share of BSM at a price of CDN$0.30 per share for a term of two years. The debentures will have a first priority security interest in all of the assets and undertakings of Corcom.
The gross proceeds of the private placement will be used to satisfy the Closing Date cash consideration as well as for required working capital purposes. The securities issued pursuant to the private placement will have a hold period of twelve months from the closing of the Corcom Transaction. Any common shares issued as Closing Date consideration to SkillJam as well as any shares issued on exercise of any common share purchase warrant will, in conjunction with any hold periods required by law, have an agreed lock-up period of twelve months from the closing of the Corcom Transaction.
The private placement is expected to close immediately following the receipt of Exchange approval of the Corcom Transaction.
As of the date hereof, BSM has 69,530,673 issued and outstanding common shares. Completion of the transactions described herein is subject to a number of conditions, including Exchange approval. There can be no assurance that the transactions described herein will be completed as proposed or at all. Trading in the securities of Big Stick Media Corporation should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transactions described herein and has neither approved nor disapproved the contents of this press release.
About Big Stick Media Corporation
Big Stick Media Corporation owns and operates a portfolio of assets that provide fact-based and opinion-oriented information relevant to the sports industry. These assets include websites, client-server software, publications and call centers. The Company generates revenues in a number of ways, including various direct to consumer services and direct to business sales through a portfolio of websites which includes
www.JimFeist.com,
www.Picksonline.com,
www.Vegasonlinesports.com,
www.OffshoreConnection.com and
www.ScoresLinesPicks.com. Big Stick Media also operates Linetracker (
www.linetracker.com), a state of the art, real-time sports information system for serious sports enthusiasts, handicappers and bettors. In addition, the Company operates various fantasy sports contests catering to all the sports enthusiasts through its fantasy sports website
www.rotoplay.com.
Cautionary Statement
This press release may contain certain forward-looking statements with respect to the Corporation. These forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Big Stick Media Corporation's expectations are various risks detailed from time to time in the filings made by Big Stick Media Corporation with securities regulations.
SOURCE: Big Stick Media Corporation
Big Stick Media Corporation
Christopher S. Kape
President
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