Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS)
(FRANKFURT: BMVB) today announced that they have entered into a
definitive agreement with Xcite Interactive (“Xcite”) to acquire
100% of Xcite’s capital stock.
Xcite is a world leader in interactive audience
engagement, having worked with over 150 professional teams across
the NFL, NBA, NHL, and MLB as well as the World Cup, Formula1, and
other live events worldwide. Xcite has ongoing relationships with
dozens of teams and content partners that will now be able to
access Versus patented rewards platform inside their apps, streams,
and broadcasts. The newly developed XEO platform will offer fans
the ability to interact with their favorite shows, games, and
events, winning rewards and prizes from their favorite brands.
The XEO platform featuring Versus prizing was
recently beta tested during the Canelo Alvarez - Billy Joe Saunders
middleweight title fight held at the AT&T stadium in Dallas,
Texas on May 8th. That test showcased Keurig Dr. Pepper brand Crush
as well as Canelo Alvarez himself. Fans on the test platform were
able to win everything from signed boxing gloves to DAZN codes to
watch the fight to Crush soda in the first test of the Versus-Xcite
platform in the market.
“This merger will allow us to build the next
generation of audience engagement products,” said Matthew Pierce,
CEO of Versus. “Versus will take its patented rewards, advertising,
and engagement tools and add them to Xcite’s XEO platform -
bringing rewards and engagement to broadcasters, streamers, teams,
live events, and recorded media. Audiences will be able to win real
rewards while watching their favorite games, teams, streams, and
live events - on any device. With the new suite of products enabled
by this acquisition, brands win, broadcasters win, teams win, and
fans win too.”
“Adding Versus to XEO is going to add so much
value to TV and streaming,” said Sean Hopkins, founder and Chief
Product Officer of Xcite. “We’re already working with over 150
professional sports teams and being able to bring our complete
engagement platform to all kinds of broadcasters, Influencers and
teams will improve the experience for fans, for brands, and for our
content partners. The power of our enhanced platforms will redefine
fan engagement for years to come.”
The definitive agreement calls for Versus to
purchase 100% of Xcite for USD $19 million in Versus stock less a
net working capital adjustment, as described in the definitive
agreement, and a $2.25M retention pool for Xcite employees. Xcite
will be a wholly-owned subsidiary of Versus Systems with Matthew
Pierce, Versus CEO, and Craig Finster, Versus President and CFO,
taking on those same roles at the subsidiary. The Versus Board of
Directors will also become the Xcite board.
Versus will issue, in exchange for all of the
outstanding equity interests in Xcite, an aggregate amount of share
consideration of up to 2,011,163 shares of Versus’s common stock,
valued at $7.9109 based on the volume weighted average price of the
Versus Systems shares that trade on Nasdaq with the ticker symbol
VS over the 20 consecutive trading days ending on the date two days
prior to the date of signing, and cash
consideration of up to approximately $130,799, subject to certain
adjustments as set forth in the definitive agreement.
The closing of the merger is subject to certain
material conditions, including the accuracy of the representations
and warranties of the parties to the definitive agreement, the
performance by the parties with the covenants and agreements
contained in the definitive agreement, the absence of any pending
or overtly threatened legal proceeding challenging the consummation
of the merger or any material adverse effect on the part of Xcite,
and, the approval of Xcite’s stockholders, the execution of
employment offer letters by certain of Xcite’s key employees, and
the approval of the shares to be issued in the merger for listing
on Nasdaq. Clark Hill PLC is serving as legal counsel to Xcite on
the transaction.
About Xcite Interactive
Xcite Interactive is a global leader engaging
online audiences at scale; we make every event more fun and
profitable. Our cloud-scale web services platform brings the latest
technology for gamification, content interaction and intelligence.
We bring “audience expression” to another level and offer
actionable moments for sponsors. You'll find our technology
empowering the NFL, NBA, NHL and MLB, Olympics, World Cup, X-Games,
Formula1 and corporate events around the globe. For more
information, visit www.xcitelive.com.
For Xcite Interactive, contact: JR Reichl
jreichl@xcitelive.com 800-464-9445 xcitelive.com
About Versus Systems
Versus Systems Inc. has developed a proprietary
prizing and promotions engine that allows publishers, developers,
and creators of streaming media, live events, broadcast TV, games,
apps, and other content to offer real world prizes inside their
content. Audiences can choose from among the offered prizes and
then complete in-game or in-app challenges to win the prizes. The
Versus platform can be integrated into streaming media, TV, mobile,
console, and PC games, as well as mobile apps. For more
information, please visit www.versussystems.com or visit the
official Versus Systems YouTube channel.
Investor contact: Sean McGowan,
Cody Cree Gateway Investor Relations 949-574-3860
IR@versussystems.com or press@versussystems.com
Disclaimer for Forward-Looking
Information
This news release contains certain forward-looking
information and forward-looking statements within the meaning of
the applicable Canadian securities legislation. All statements,
other than statements of historical fact, including statements
regarding the proposed acquisition of Xcite by the Company are
forward looking statements and are based on expectations, estimates
and projections as at the date of this news release. Any statement
that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain
actions, events or results "may" or "could", "would", "might" or
"will" be taken to occur or be achieved) are not statements of
historical fact and may be forward looking statements. These
forward-looking statements are based on reasonable assumptions and
estimates of management of the Company at the time such statements
were made. Actual future results may differ materially as
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, or achievements of the Company to materially differ
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Although the
forward-looking statements contained in this news release are based
upon what management of the Company believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements and information. There can be no
assurance that forward-looking information, or the material factors
or assumptions used to develop such forward-looking information,
will prove to be accurate. The Company does not undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable law.
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