|By Marketwired .||
|August 8, 2013 12:04 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 08/08/13 -- GINSMS Inc. (TSX VENTURE:GOK) (the "Corporation") announces that pursuant to the purchase price adjustment mechanism contained in the Share Purchase Agreement dated January 12, 2012, as amended from time to time, (the "Share Purchase Agreement") enter into, among others, by the Corporation and Inphosoft Pte Ltd ("IPTL"), a downward adjustment of $1,390,733 will be made to the purchase price paid by the Corporation for its acquisition of Inphosoft Group Pte Ltd from IPTL. This took into account the profit achieved by Inphosoft Group Pte Ltd of $380,792 for the 15-month period ended March 31, 2013.
On July 24, 2012, the Corporation and IPTL had agreed to amend the Share Purchase Agreement to lower the aggregate purchase price paid for the purchase of all of the issued and outstanding common shares of Inphosoft Group Pte Ltd from $11,600,000 to $11,300,000. Subsequently, on January 8, 2013, the Corporation and IPTL agreed to amend further the Share Purchase Agreement to amend the purchase price adjustment mechanism contained in section 2.5(b).
As a result of the above mentioned amendments and purchase price adjustment, the Corporation will have issued and outstanding as partial payment for the acquisition of Inphosoft Group Pte Ltd convertible debentures with an aggregate principal amount of $9,109,267 once the appropriate convertible debenture certificate has been recalled from escrow and the principal amount adjusted accordingly. All convertible debentures issued by the Corporation in partial payment of the purchase price for the acquisition of Inphosoft Group Pte Ltd are subject to an escrow under a TSX Venture Exchange Tier 2 Surplus Security Escrow Agreement. To date, convertible debentures with an aggregate principal amount of $1,050,000 are entitled to be released from such escrow.
GINSMS is a mobile technology and services company focusing on 4 areas namely Telecom Platforms and Products, Mobile Advertising, Mobile Messaging and Mobile Applications. GINSMS conducts research and development and also establishes partnerships to develop and distribute innovative products and services globally. Through its wholly owned subsidiaries in Singapore, Hong Kong, Malaysia and Indonesia, GinSMS has successfully deployed more than 100 solutions globally. GINSMS also operates a short message service ("SMS") hub that provides inter-operator messaging services to mobile telecom operators in Hong Kong and messaging services to enterprises in Asia. Through its Right Here Media brand, GINSMS provides a one-stop mobile advertising service to advertisers. These services include the development of creative mobile advertising campaigns for advertisers, the provision of technology to execute these campaigns and the placement of advertisements on mobile advertising networks.
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.
Chief Executive Officer