TMT Investments PLC Acquisition of Socialize, Inc. by ShareThis, Inc. (0496B)
March 27 2013 - 11:54AM
UK Regulatory
TIDMTMT
RNS Number : 0496B
TMT Investments PLC
27 March 2013
27 March 2013
TMT INVESTMENTS PLC
("TMT" or the "Company")
Acquisition of Socialize, Inc. by ShareThis, Inc.
TMT Investments PLC, which invests in high-growth internet-based
companies, is pleased to announce that its portfolio company
Socialize, Inc. ("Socialize") was yesterday acquired by ShareThis,
Inc. ("ShareThis").
TMT's total maximum consideration for the transaction is
US$713,991, consisting of the following elements:
-- US$40,319 payable to TMT in cash at closing;
-- Up to additional US$103,642 in cash payable to TMT after the
expiration of an eighteen months' holdback period, subject to
potential deductions to indemnify ShareThis for breaches of certain
representations and warranties by Socialize; and
-- US$570,030 in the form of an unsecured convertible promissory
note in ShareThis, which is subordinated to certain other debt of
ShareThis (the "Note").
The Note has been issued to TMT on the following terms:
-- Interest rate - 1.09% per annum.
-- Term - the Note will be repayable in whole or in part at par
at TMT's option on any date after 26 March 2018 (the "Maturity
Date").
-- Conversion -
o At any time prior to the Maturity Date, TMT at its sole
discretion may convert all or a portion of the outstanding
principal and unpaid accrued interest on the Note into shares of
ShareThis common stock at the fixed conversion price.
o In the event of an acquisition of ShareThis, TMT at its sole
discretion may convert all or a portion of the outstanding
principal and unpaid accrued interest on the Note into shares of
ShareThis common stock at the fixed conversion price, contingent
upon the completion of the acquisition. If TMT elects not to
convert the Note in connection with a ShareThis acquisition, the
conversion right will terminate upon the closing of the ShareThis
acquisition, and TMT will be entitled to receive the entire
outstanding principal and unpaid accrued interest under the Note in
cash.
TMT's original investment in Socialize was made on 19 December
2011 and consisted of a US$500,000 unsecured convertible promissory
note in Socialize.
Alexander Selegenev, Executive Director of TMT Investments PLC,
commented: "There is significant industrial logic behind the merger
of ShareThis and Socialize. While the maximum transaction
consideration represents an increase of 43% from the latest book
value of our original investment in Socialize, we believe our
continuing exposure to ShareThis presents TMT with an exciting
investment opportunity in the fast-growing online sharing and
social ad targeting space."
ShareThis powers the social web, touching the lives of 95% of
U.S. Internet users across more than 2 million publisher sites and
120+ social media channels. It makes content more engaging for
publishers and marketing more effective for brands by tapping into
the purest expression of interest-based social activity. ShareThis
is the company for those wanting to make the world more connected,
trusted and valuable through sharing. Based in Palo Alto, CA, the
company is privately held with funding from Blue Chip Venture
Company, Draper Fisher Jurvetson, Illinois Ventures, Matthew
Pritzker Company, Mercury Fund, RPM Ventures, T-Venture and
corporate funds represented by West Capital Advisors.
For further information contact:
TMT Investments Plc +44 1534 281 843
Mr. Alexander Selegenev alexander.selegenev@tmtinvestments.com
www.tmtinvestments.com
ZAI Corporate Finance Ltd.
NOMAD and Broker
Marc Cramsie/Irina Lomova +44 20 7060 2220
Kinlan Communications Tel. +44 20 7638 3435
David Hothersall davidh@kinlan.net
About TMT Investments
TMT Investments PLC invests in high-growth, internet-based
companies across a variety of sectors and has a significant number
of Silicon Valley investments in its portfolio. Founded in 2010,
TMT has raised USD28m and invested in 24 companies to date. The
company's objective is to generate an attractive rate of return for
shareholders, predominantly through capital appreciation. The
company is traded on the AIM market of the London Stock Exchange.
www.tmtinvestments.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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