|By Marketwired .||
|March 18, 2014 01:25 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/18/14 -- Brisio Innovations Inc. (CSE:BZI) ("Brisio" or the "Company"), announced today that it has entered into a non-binding Letter of Intent dated March 14, 2014 (the "LOI") to acquire up to 100% of the issued and outstanding securities of OakBranch Media Inc. ("OakBranch") and its underlying assets (the "Transaction"). OakBranch is an integrated media company with its main assets being the Good e-Reader website, a leading website specializing in e-Reader, eBook and Digital Publishing News, which has over 230,000 unique visitors per month, and the Good e-Reader App Store, which with over 35,000 apps, 420,000 unique visitors and 7 million page views per month, is the largest independent Android and Blackberry alternative app store in Canada. OakBranch also operates its own video studio and YouTube channel, which receives over 320,000 views per month.
Under the terms of the LOI, Brisio will undertake the Transaction on the following terms:
a. in consideration for aggregate cash payments of $130,000, to be paid by Brisio to OakBranch upon the achievement of certain milestones by OakBranch to be determined by Brisio and specified in the definitive agreement to be entered into between Brisio and OakBranch with respect to the Transaction (the "Definitive Agreement"), Brisio will acquire securities of OakBranch, of a class to be determined and specified in the Definitive Agreement, sufficient to give Brisio a 30% voting and equity interest in OakBranch; b. OakBranch will grant Brisio an option, that will expire one year from the date of closing of the Definitive Agreement (the "Closing"), to acquire additional securities of OakBranch, of a class to be determined and specified in the Definitive Agreement, sufficient to give Brisio an additional 19.9% voting and equity interest in OakBranch, bringing Brisio's total interest in OakBranch to 49.9%, exercisable upon: (i) the issuance by Brisio to OakBranch of 250,000 common shares of Brisio (each, a "Brisio Share"), and (ii) the payment of $75,000 by Brisio to OakBranch; and c. OakBranch will cause each of the shareholders of OakBranch (collectively, the "OakBranch Shareholders") to grant Brisio a right of first refusal to acquire the remaining 50.1% of the outstanding voting and equity interests of OakBranch from time to time from the OakBranch Shareholders on terms to be specified in the Definitive Agreement.
Completion of the Transaction is subject to a number of conditions, which will be further specified in the Definitive Agreement, including satisfactory completion of due diligence by Brisio on OakBranch and receipt of the approval of the Canadian Securities Exchange (the "CSE") for the Transaction.
Paul Andreola, President and CEO of Brisio, stated, "This Transaction denotes another significant opportunity for Brisio to grow its scope of business by moving into the highly valued app store space. OakBranch has substantial reach and a loyal and growing following, which we believe can be highly leveraged and of significant value to Brisio in the future, and can provide us with the opportunity to own a major stake in an established player in the lucrative app store market".
There has been a dramatic rise in the cost per install for mobile applications developers over the last several years. This rising cost has increased the demand for new mobile app discovery systems. This demand is highlighted by some of the industry transactions of the last year. In February 2014, Sungy Mobile (GOMO:Nasdaq) acquired independent appstore, Getjar, and in July 2013, Baidu purchased independent appstore, 91 Wireless, for $1.9 billion. Based on information compiled by Moby Affiliates (1) over 2.5 billion mobile apps are downloaded per month from alternative app stores around the world. According to One Platform Foundation,(2) "Submitting your app to alternative appstores will increase expected downloads for your app by more than 200% in reference to Google Play only."
Michael Kozlowski, CEO of OakBranch, stated "We are excited to work with Brisio. There is a great deal of synergy between our two companies and their assistance will help greatly in allowing OakBranch and Good e-Reader to execute on a number of exciting opportunities."
About Brisio Innovations
Brisio is focused on the acquisition, development and marketing of software applications for mobile computing devices, such as smart phones, tablets, and wearable computers.
About OakBranch Media
Established in 2008, OakBranch owns and operates the Good e-Reader website and webstore and the Good e-Reader appstore. Good e-Reader is a leading provider of E-Book, E-Reader, Tablet and Slate PC news. With tens of thousands of mobile apps available, the Good e-Reader appstore is the largest of its kind in Canada. Visit Good e-Reader at http://goodereader.com. Download the Good e-Reader appstore app at http://apps.goodereader.com/android-apps/android-app-stores/?did=171
On behalf of the Board,
Paul Andreola, President, CEO and Director
For more information on Brisio visit http://brisio.com/
Find Brisio Innovations on the CSE http://www.cnsx.ca/CNSX/Securities/Diversified-Industries/Brisio-Innovations-Inc.aspx
Like Brisio on Facebook https://www.facebook.com/brisio.innovations
Follow Brisio on Twitter https://twitter.com/BrisioApps
Connect with Brisio on LinkedIn http://www.linkedin.com/company/3582550?trk=tyah&trkInfo=tas%3Abrisio%2Cidx%3A1-1-1
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding potential positive effects that the Transaction may have on the business of the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, and include discussion of: (i) the proposed terms of the Transaction; (ii) the potential opportunities and value Brisio may derive from the acquisition of an interest in OakBranch; and (iii) the potential synergies between the businesses of OakBranch and Brisio. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause the Company's actual results to differ materially from those expressed or implied by the forward-looking statements, including: (i) that the Company and OakBranch may not be able to agree on terms with respect to the Definitive Agreement; (ii) that the Company may not be satisfied with its due diligence review of OakBranch; (iii) that the Company may not receive the necessary approvals to consummate the Transaction, including the approval of the CSE; and (iv) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements, except in accordance with applicable securities laws. Additional information about the Company is available in the Company's public
Brisio Innovations Inc.
President, CEO and Director