|By Marketwire .||
|October 29, 2012 09:49 PM EDT||
TORONTO, ONTARIO -- (Marketwire) -- 10/30/12 -- 360 VOX Corporation (TSX VENTURE:VOX) - 360 VOX Corporation is pleased to announce that it has entered into an agreement to acquire a group of real estate businesses in Canada known as Sotheby's International Realty Canada, Sotheby's International Realty Quebec, and Blueprint Global Marketing. This group of real estate businesses in Canada is involved in listing, marketing and selling real estate, including, but not limited to, sales and marketing of condominiums, attached and detached homes, condominium developments and resort properties, both in the residential resale market and stand-alone projects. Blueprint Global Marketing also markets real estate internationally, working with the Sotheby's International Realty® network to assist in the listing and selling of international developments. Sotheby's International Realty® is a registered trademark of Sotheby's International Realty Affiliates LLC, which is not part of this transaction.
Pursuant to the terms of a definitive Share Purchase Agreement, 360 VOX will acquire, directly and indirectly, all of the shares of Mt. Ventoux Holdings Inc., which owns Max Wright Real Estate Corporation and 75.5% of Gestram Real Estate Services Inc., which do business as Sotheby's International Realty Canada and Sotheby's International Realty Quebec, respectively, under direct franchise agreements with Realogy Group LLC, a relationship that 360 VOX will maintain. Mt. Ventoux Holdings also owns Blueprint Global Marketing Ltd., Blueprint Real Estate Project Marketing India Private Limited and Blueprint Global Marketing Inc. and it's 50% interest in 360 Blu Inc.
Pursuant to the terms of the Share Purchase Agreement, the sellers will receive as consideration up to $3,650,000 in cash and 54.25 million common shares of 360 VOX (or approximately 27% of the issued and outstanding common shares of 360 VOX prior to giving effect to the transaction). A portion of the consideration is subject to an earn out and the common shares issued at closing are subject to lock-up agreements for up to 12 months. A portion of the cash consideration at closing will be placed in escrow for working capital and indemnification purposes.
The transaction is subject to closing conditions, including approval by the TSX Venture Exchange, satisfaction of regulatory requirements and other closing conditions, and is expected to close in early November 2012.
In connection with the closing of the transaction, 360 VOX will enter into employment and non-competition agreements with Ross McCredie and other senior management of the businesses being acquired, and non-competition agreements with certain of the other sellers and their principals.
Ross McCredie is the founder and President and Chief Executive Officer for the group of businesses, responsible for the overall strategic direction, sales management and coordination of the Sotheby's International Realty Canada, Sotheby's International Realty Quebec and Blueprint Global Marketing client service platforms. Pursuant to the terms of Ross McCredie's employment agreement, Ross will become Chief Operating Officer of 360 VOX and is to be appointed to the board of directors of the Company at the first scheduled board meeting following closing of the transaction.
At closing, 360 VOX will enter into guarantees in favour of Realogy Group LLC in respect of obligations of Mt. Ventoux Holdings Inc. and Gestram Real Estate Services Inc. under the existing franchise agreements. In addition, pursuant to the terms of the franchise agreements, following closing the acquisition of more than forty-nine percent of the common shares of 360 VOX will require the consent of Realogy Group LLC.
The full text of the Share Purchase Agreement will be available on SEDAR at www.sedar.com and may be obtained upon request to 360 VOX.
On Behalf of the Board of Directors
Robin Conners, President and CEO
About 360 VOX Corporation
360 VOX is a publicly traded company, incorporated under the laws of Ontario and listed on the TSX Venture Exchange under the symbol "VOX". 360 VOX is engaged in the business of managing and developing international hotel, resort, residential and commercial real estate projects through its wholly-owned subsidiaries, 360 VOX Asset Management Inc., 360 VOX Development Inc., and in Cuba through its wholly owned subsidiary, Wilton Properties Ltd., in joint venture with Grupo Hotelero Gran Caribe S.A.
For further information on 360 VOX please visit our website at www.360vox.com. 360 VOX's public filings, including its most recent audited consolidated financial statements, can be reviewed on the SEDAR website (www.sedar.com).
This news release may contain forward-looking statements and information within the meaning of applicable securities legislation. These statements reflect management's current expectations, estimates, projections, beliefs and assumptions that were made using information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may" "will", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "forecast", "outlook", "potential", "continue", "should", "likely" or the negative of these terms or other comparable terminology. Forward-looking statements include statements with respect to, closing of the transaction, the number of shares that will be outstanding following closing and the contracts and guarantees to be entered into on closing and are based on assumptions that management believe are reasonable. These statements are not guarantees of future results and are subject to numerous risks and uncertainties that the conditions to closing may not be satisfied or that the transaction may not close for other reasons. Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of 360 VOX to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy and accuracy of this release.