- The Company will now focus on Killi™, a product that allows
consumers to take back control of their data and be compensated
directly for its use.
- Freckle Ltd. to rebrand as Killi Inc.
TORONTO, April 6, 2020 /CNW/ - Freckle Ltd.
(the "Company") (TSXV: FRKL) is pleased to announce that on
April 3, 2020 its wholly owned
subsidiary Freckle IoT Ltd. (the "Freckle IoT") has entered
into a definitive asset purchase agreement (the "Agreement")
with PlaceIQ, Inc. ("PlaceIQ") for the sale of all of the
assets (the "Purchased Assets") of Freckle IoT's offline
attribution and data business (the "Transaction") for cash
consideration of up to US$4,000,000
(the "Purchase Price"). No Killi™ assets are included in the
Transaction.
Pursuant to the Agreement, the Purchase Price will be paid as
follows:
- Revenue milestone payments: PlaceIQ will make certain milestone
payments of up to US$900,000 based
upon achievement of milestones related to revenue derived from the
Purchased Assets during the one year period commencing on
April 1, 2020 (the "Milestone
Payments").
- Revenue sharing payments: PlaceIQ will pay, on a quarterly
basis, for a period of two years commencing on April 1, 2020: (i) 30% of the revenue it derives
from certain current customer accounts (acquired from Freckle IoT)
in such calendar quarter and (ii) 3% of the revenue it derives from
certain new customer accounts generated by employees transferred
from Freckle IoT to PlaceIQ in connection with the Transaction
(collectively, the "Revenue Sharing Payments"), to a maximum
of US$4,000,000 less any Milestone
Payments.
In connection with the Transaction, Freckle IoT and PlaceIQ will
enter into a transition services agreement, under which Freckle IoT
will provide certain services to PlaceIQ for a minimum period of
thirty days, subject to any extension, following the closing of the
Transaction.
With the Company's primary focus on growing its business around
Killi™, its consumer consent management product, through which
users are able to amalgamate and sell their first-party data,
Freckle IoT's offline attribution business is no longer core to the
Company's growth strategy. The Transaction will allow the Company
to focus all of its time and energy on Killi™. Assuming the
milestones are met and the Revenue Sharing Payments are made, the
Company plans to deploy the proceeds of the Transaction to
accelerate the continuing expansion and development of Killi™.
The Company and Freckle IoT value the Purchased Assets at
approximately US$4,000,000, however
an independent valuation was not conducted in connection with this
valuation. The board of directors of the Company (the
"Board") has determined that the Transaction is in the best
interest of the Company and its shareholders and unanimously
recommends that shareholders of the Company vote in favour of the
Transaction.
The Transaction is an arm's length transaction and there are no
finder's fees payable in connection with the Transaction.
Shareholder Approval for the Transaction & Name
Change
Pursuant to applicable law, the Transaction and the name change
from Freckle Ltd. to Killi Inc. will require the approval of 66 2/3
percent of votes cast by shareholders of the Company at a special
shareholders meeting (the "Special Meeting"). The Company
will issue a news release in due course fixing the record date and
announcing the date, time and location of the Special Meeting to
approve the transactions contemplated herein.
In addition to shareholder approval, the Transaction is subject
to applicable regulatory approvals including TSX Venture Exchange
("TSXV") approval and the satisfaction of certain other
customary closing conditions in transactions of this nature.
In light of the conditions caused by the spread of COVID-19 and
after careful consideration, the Company has decided to hold the
Special Meeting through virtual means in order to best protect its
shareholders and to provide shareholders with a forum to
communicate with the Board at the Special Meeting. Further
information regarding the Special Meeting and the Transaction will
be included in the Company's management information circular (the
"Circular") which is expected to be mailed to shareholders
in early April 2020 and in the
Agreement which will be filed under the Company's profile on SEDAR
at www.sedar.com. The Circular will provide greater details about
the Transaction and will include a copy of the Agreement as a
schedule thereto.
Assuming shareholder approval is obtained and all other
conditions to the Agreement are satisfied or waived, the
Transaction is expected to close on or about the end May 2020.
About Freckle Ltd.
The Company's consumer identity mobile application "Killi™"
(killi.io) allows consumers to take back control of their digital
identity from those who have been using it without their consent.
With Killi™, consumers can opt-in and select specific pieces of
personal information that they would like to share with companies,
as well as answer specific surveys, and be compensated directly for
these answers. Download it here.
Freckle IoT, via its data and offline measurement products,
allows leading brands and platforms to measure the effectiveness of
their advertising by independently matching media spend to in-store
visitation while remaining media agnostic.
For more information, please visit freckleiot.com
/ killi.io
About PlaceIQ Inc.
PlaceIQ is a leading data and technology provider that powers
critical business and marketing decisions with location data,
analytics, and insights. An early industry pioneer, PlaceIQ has
become the standard for fueling better outcomes for marketers,
analysts and publishers through powerful, location-based consumer
insights, real-world measurement, and attribution. With PlaceIQ,
companies can uncover opportunities within the consumer journey by
learning about and connecting with location-based audiences,
measuring real-world ROI and applying insights that drive
intelligent marketing and successful business outcomes. The company
is headquartered in New York City
and has offices in Chicago,
Detroit, Silicon Valley and
Los Angeles. For more information,
visit www.placeiq.com. Follow us on Twitter @PlaceIQ and like us on
Facebook: PlaceIQ.
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 news release.
Forward Looking and Other Cautionary Statements
This news release contains "forward-looking information" which
may include, but is not limited to, information with respect to the
activities, events or developments that the Company expects or
anticipates will or may occur in the future. Such forward-looking
information is often, but not always, identified by the use of
words and phrases such as "plans," "expects," "is expected,"
"budget," "scheduled," "estimates," "forecasts," "intends,"
"anticipates," or "believes" or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results "may," "could," "would," "might" or
"will" be taken, occur or be achieved. Such forward-looking
information includes, among other things, information regarding:
expectations regarding whether the proposed Transaction will be
consummated, including whether conditions to the consummation of
the Transaction will be satisfied, or the timing for completing the
Transaction; expectations for the effects of the Transaction;
whether PlaceIQ will be able to make the Milestone Payments and
Revenue Sharing Payments or the ability of the Company to
successfully achieve its business objectives; and expectations for
other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not
based on historical facts but instead reflects management's
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made. Although the Company believes that the expectations reflected
in such forward-looking information are reasonable, such
information involves risks and uncertainties, and undue reliance
should not be placed on such information, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the Company. Among the key
factors that could cause actual results to differ materially from
those projected in the forward-looking information are the
following: the ability to consummate the Transaction; the ability
to obtain requisite regulatory and shareholder approval and the
satisfaction of other conditions to the consummation of the
Transaction on the proposed terms and schedule; the potential
impact of the Transaction on the business of the Company; the
ability of PlaceIQ to make the Milestone and Revenue Sharing
Payments; the potential impact of the announcement or consummation
of the Transaction on relationships, including with regulatory
bodies, employees, suppliers, customers and competitors; and
changes in general economic, business and political conditions,
including changes in the financial markets caused by COVID-19. This
forward-looking information may be affected by risks and
uncertainties in the business of the Company and market conditions.
This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in filings made by
the Company with the Canadian securities regulators, including but
limited to, the Company's audited financial statements and related
MD&A for the financial year ended December 31, 2019 filed with the securities
regulatory authorities in certain provinces of Canada and available under the Company's
profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking information
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to
update this forward-looking information except as otherwise
required by applicable law.
The securities of the Corporation have not been and will not be
registered under the United States Securities Act of 1933, as
amended and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirement. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
SOURCE Freckle Ltd.