VANCOUVER, Dec. 18, 2018 /CNW/ -
Good Life Networks Inc. ("GLN", or the
"Company") (TSXV: GOOD) (FSE: 4G5), a programmatic
advertising technology company, announced today that, concurrent
with receiving debt financing at prime plus one and a
quarter from a Major Canadian Financial Institution (announced
yesterday), it has closed the acquisition of 495 Communications,
LLC ("495"), a leading advertising and content marketing
company based in New York City and
Santa Monica, California. Under
the terms of a definitive share purchase agreement (the
"Agreement"), GLN has acquired all of the issued and
outstanding shares (the "Purchased Shares") of 495 for an
aggregate purchase price of USD$15,000,000. According to a third-party
unaudited Quality of Earnings prepared by CohnReznick LLP in
New York, as at August 31, 2018; 495's Trailing Twelve Month
revenue was reported at approximately USD$14.4M (CDN$18.1M equivalent), and adjusted EBITDA came
in at USD$1.9M (CDN$3.3M equivalent).
"I'm very proud of our company and team who have achieved
nearly every operating metric this year. From the beginning our
mission, vision, culture and values have guided our growth
strategy," said Jesse Dylan, CEO of GLN. "With the closing of
Impression X announced earlier today and now 495 we have achieved
our objective of acquiring two companies this year. These
acquisitions will be immediately accretive to revenue."
Under the terms of the Agreement, consideration for the
Purchased Shares consists of the following:
a) US$3,500,000
in cash, payable to the members of 495 less the amount of
outstanding indebtedness;
b) a cash earn-out, up to a maximum of
US$5,500,000 for hitting performance
benchmarks; and
c) a share/cash earn-out, to be
satisfied, at the sole discretion of the Company, in cash or
through the issuance of common shares of the Company ("GLN
Shares") up to a maximum amount of US$6,000,000 for hitting performance benchmarks,
such GLN Shares to be issued at a per share price based upon the
greater of (i) the 20-day volume weighted average trading price of
the GLN Shares on the TSX Venture Exchange (the "TSX-V")
immediately prior to the date of issuance and (ii) the lowest price
permitted by the policies of the TSX-V.
The GLN Story
GLN's technology is the engine that sits between
advertisers and publishers. The GLN Platform is built for cross
device video advertising: Mobile, In-App, Desktop and CTV
(Connected Television). The Programmatic Video Marketing Platform
is powered by GLN's Patent Pending proprietary machine learning
technology that targets and connects digital advertisers with
consumers three times faster than industry standards, with
exceptional low fraud rates among vendors without collecting PII
(Personal Identifiable Information).
The Programmatic Video Technology Platform features
integrations at the server level with both Publishers and
Advertisers. Our technology quickly finds the most valuable
advertisement for every consumer. Publishers make more money
through improved CPM (advertising fill rate) combined with a more
engaged consumer experience. Advertisers make more money by
reaching their target audience more effectively. GLN makes money by
retaining a percentage of the advertiser's fee.
GLN is headquartered in Vancouver, Canada with offices in the US and
UK and trades on the TSX Venture Exchange under the stock symbol
"GOOD" and The Frankfurt Stock Exchange under the stock symbol
4G5.
Addressable Market: The total media ad spend worldwide
will rise 7.4% to $628.63 billion
according to eMarketer. 2018 Canadian Internet Ad Revenue is
projected to rise by over $945
million to $7.7 Billion accord
to the IAB (Interactive Advertising Bureau).
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward Looking Statements:
Forward-looking statements relate to future events or
future performance and reflect the expectations or beliefs
regarding future events of management of GLN. This information and
these statements, referred to herein as "forward‐looking
statements", are not historical facts, are made as of the date of
this news release and include without limitation, statements
regarding discussions of future plans, estimates and forecasts and
statements as to management's expectations and intentions with
respect to the Company's acquisition and performance of 495. These
statements generally can be identified by use of forward-looking
words such as "may", "will", "expect", "estimate", "anticipate",
"intends", "believe" or "continue" or the negative thereof or
similar variations. These forward‐looking statements involve
numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking
statements. Important factors that may cause actual results to vary
include without limitation, risks relating GLN realizing on the
anticipated value of acquiring the Purchased Shares, GLN
maintaining its projected growth, and general economic conditions
or conditions in the financial markets. In making the
forward‐looking statements in this news release, the Company has
applied several material assumptions, including without limitation
that the acquisition of the Purchased Shares will generate the
anticipated revenue and expand GLN's global reach per management's
expectations. GLN does not assume any obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements, unless and until required by applicable
securities laws. Additional information identifying risks and
uncertainties is contained in GLN's filings with the Canadian
securities regulators, which filings are available
at www.sedar.com.
SOURCE Good Life Networks Inc.
