Antera Enters Into Definitive Agreement to Complete Qualifying Transaction With Wishpond
Antera Ventures I Corp. (“Antera“) is pleased to announce that it has entered into a letter of intent dated July 26, 2020 (the “LOI“) with Wishpond Technologies Ltd. (“Wishpond“) pursuant to which Antera proposes to acquire all of the issued and outstanding securities of Wishpond in exchange for the issuance of securities of Antera, which will result in Wishpond becoming a wholly-owned subsidiary of Antera (the “Wishpond Transaction“). The Wishpond Transaction, assuming the completion of the Private Placement (as defined below), will result in a reverse take-over of Antera where the existing shareholders of Wishpond will own a majority of the outstanding common shares of Antera (the “Antera Common Shares“) and Antera will be renamed “Wishpond Technologies Ltd.” (the “Resulting Issuer“) or such other name as Wishpond may determine. Upon completion of the Wishpond Transaction, it is anticipated that the Resulting Issuer will be a Technology Issuer.
Trading in the Antera Common Shares will be halted in accordance with the policies of the TSX Venture Exchange (the “TSXV“) and will remain halted until such time as all required documentation in connection with the Wishpond Transaction has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
The Qualifying Transaction
Antera is a capital pool company and intends that the Wishpond Transaction will constitute its “Qualifying Transaction” under the policies of the TSXV. The Wishpond Transaction will not constitute a non-arm’s length qualifying transaction or a related party transaction pursuant to the policies of the TSXV.
As consideration for the acquisition of all of the outstanding securities of Wishpond, holders of issued and outstanding common shares of Wishpond (“Wishpond Common Shares“) will receive approximately 3.2558 post-Consolidation Antera Common Shares for each one (1) Wishpond Common Share (the “Exchange Ratio“). Excluding unvested incentive stock options, there are currently 11,466,755 Wishpond Common Shares issued and outstanding on a fully-diluted basis and holders of such Wishpond Common Shares will receive an aggregate of approximately 37,333,333 Antera Common Shares in accordance with the Exchange Ratio. In addition, there are currently 140,500 outstanding unvested incentive stock options of Wishpond and holders thereof will receive approximately 457,438 incentive stock options of the Resulting Issuer pursuant to the Exchange Ratio. The final structure of the Wishpond Transaction is subject to the receipt of tax, corporate and securities law advice by both Antera and Wishpond.
Immediately prior to the completion of the Wishpond Transaction, it is anticipated that Antera will consolidate its issued and outstanding Antera Common Shares on the basis of approximately 4.6467 pre-consolidation Antera Common Shares for each one (1) post-consolidation Antera Common Share as a condition to the completion of the Wishpond Transaction (the “Consolidation“).
Concurrent with the execution of a definitive agreement (the “Definitive Agreement“), Antera and Wishpond will enter into a bridge loan in the amount of $150,000 (the “Loan“) for the sole-purpose of providing Wishpond with the requisite funding of its legal and accounting costs in connection with the Wishpond Transaction. The provision of the Loan will be subject to TSXV approval pursuant to the policies of the TSXV.
Wishpond intends to conduct, and it is a condition of the Wishpond Transaction for Wishpond to close a concurrent private placement (the “Private Placement“) for minimum aggregate gross proceeds of C$3,000,000 through the offering of securities of Wishpond to be sold at an issue price to be determined in the context of the market. Wishpond intends to use the net proceeds from the Private Placement for sales growth, product development, strategic acquisitions and general corporate purposes.
About Wishpond
Wishpond is a provider of marketing focussed online business solutions. Wishpond offers an “all-in-one” marketing suite that provides companies with marketing, promotion, lead generation and sales conversion capabilities. Wishpond replaces entire marketing functions in an easy to use platform, for a fraction of the cost. The Company serves over 2,000 customers who are primarily small-to-medium size businesses (SMBs) in a wide variety of industries.
Wishpond’s vision is to become the leading provider of digital marketing solutions that empower entrepreneurs to achieve success online, regardless of their industry or size. Wishpond has developed cutting edge marketing technology solutions and continues to add new features and applications with great velocity. In addition to offering specific lead generation tools, Wishpond also provides advanced marketing applications integrated and managed from a centralized platform.
Wishpond employs a subscription-based SaaS (Software as a Service) model where customers subscribe to the Company’s software and services through annual or monthly recurring plans. Substantially all of the Company’s revenue is subscription based recurring revenue which provides excellent revenue and cash flow visibility.
Wishpond is in the process of completing its audited financial statements in accordance with International Financial Reporting Standards (IFRS) as required by the policies of the TSXV and applicable securities laws. Wishpond achieved unaudited revenue of approximately $6M in Fiscal 2019 ended December 31, 2019, and the Company’s sales have grown at a three-year compounded annual growth rate (CAGR) of over 30%.
Insiders of the Resulting Issuer
Upon completion of the Wishpond Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of five nominees: Ali Tajskandar (Chairman), Hossein Malek, a director to be appointed by Antera who shall be Arinder Mahal, an independent director to be approved by both Wishpond and Antera, and an additional director to be appointed by Wishpond. The senior management of Wishpond shall became the management of the Resulting Issuer, specifically: Ali Tajskander as Chief Executive Officer, Juan Leal as Chief Financial Officer, Jordan Gutierrez as Chief Operating Officer, and Nick Steeves as Chief Product Officer.
Ali Tajskandar, Founder, Chairman, CEO and Board Member – Ali has over 20 years experience as a software engineer, entrepreneur, technologist and CEO. In 2009, Ali founded Wishpond with the goal of simplifying marketing for business owners. Under Ali’s leadership, Wishpond has expanded its technology suite to include a lead generation platform, award winning email marketing platform, and an advanced marketing automation system. Prior to Wishpond, Ali worked in a number of high-tech startups including SoundLogic (acquired by Lucent), Seance Software, and Bitspan Network. Ali holds a B.ASc. in Computer Science from Simon Fraser University and an MBA from the University of British Columbia.
Juan Leal, Chief Financial Officer – Juan Leal joined Wishpond in January 2020 to lead the financial transformation and corporate development strategy of Wishpond. Prior to joining Wishpond, Juan was a Vice President at KPMG’s Corporate Finance practice in Western Canada advising North American companies on acquisition strategies and leading mid-market buy-side and sell-side M&A transactions across a variety of industries. Juan obtained the Chartered Professional Accountant (CPA-CA) and Chartered Business Valuator (CBV) designations through KPMG and obtained an honours Bachelor degree in Business Administration from Simon Fraser University.
Jordan Gutierrez, Chief Operating Officer – Jordan is a serial entrepreneur, mentor, and keynote speaker. Jordan joined Wishpond in 2011 as Chief Operating Officer in charge of revenue, growth, and marketing. Prior to Wishpond, Jordan founded Laleo, the largest medical e-commerce website in Latin America boasting eight figure revenues a year. Jordan’s accomplishments earned him several awards such as Western Canada’s Entrepreneur, SFU Student Entrepreneur of the Year, and Canada’s Entrepreneur Student of the Year. Jordan holds a degree in Economics from Simon Fraser University.
Nick Steeves, Chief Product Officer – Nick joined Wishpond in 2011, and has held various roles in marketing, customer success and product in that time. In his time with Wishpond, he has led the development of Wishpond products, including Landing Page Editor, Website Popup Builder, Website Form Builder, Marketing Automation, Leads Database, Shopify Marketing Automation Integration, Contest Apps, and more. Prior to joining Wishpond, Nick obtained a Bachelor’s degree in Business Administration from the University of the Fraser Valley.
Hossein Malek, Board Member and Investor – Hossein Malek is Wishpond’s primary investor supporting the Company from an early stage. Hossein is an executive with a strong track record, wide range of functional experience and demonstrated ability to lead organizations through rapid growth. Recognized as a top entrepreneur in Canada, Hossein founded two companies in the converged voice and data applications. In 2000, Hossein successfully sold one of his companies, SoundLogic, to Lucent Technologies. Hossein holds a Bachelor’s degree in Computer Science Engineering from Western Michigan University and a Master of Computer Science from the University of Wisconsin-Madison.
Arinder S. Mahal, Board Member – Arinder has a range of experience in the tech industry including executive and operational management, investment banking, mergers & acquisitions, and strategic advisory. He is currently the founder & CEO of Antera Inc., a technology focused merchant bank and is a board member of NanoXplore Inc. (GRA-TSX). Previously he led the technology investment banking teams at Echelon Wealth Partners, Dundee Capital Markets, and was a Senior Manager at Deloitte Consulting. Arinder has a Bachelor of Engineering from the University of Victoria and a MBA from Schulich School of Business, York University.
Biographical information regarding yet to be determined directors will be provided in a subsequent news release.
Significant Conditions to Closing
The completion of the Wishpond Transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review, negotiation and execution of the Definitive Agreement and accompanying transaction documents, approval by the boards of directors of each of Antera and Wishpond, approval of the shareholders of Wishpond, obtaining necessary third party approvals, TSXV acceptance and closing of the Private Placement for gross proceeds of not less than $3,000,000. There can be no assurance that the Wishpond Transaction or the Private Placement will be completed as proposed, or at all.
Sponsorship
Sponsorship of a Qualifying Transaction is required by the TSXV unless a waiver from the sponsorship requirement is obtained. Antera intends to apply for a waiver from sponsorship for the Wishpond Transaction. There is no assurance that a waiver from this requirement will be obtained.
About Antera Ventures 1 Corp.
Antera is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. The principal business of Antera is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.
Forward-Looking Statements Disclaimer
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Antera assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Antera. Additional information identifying risks and uncertainties is contained in filings by Antera with the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Wishpond Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Wishpond Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Wishpond Transaction and has neither approved nor disapproved the contents of this press release.
The Antera Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. Antera is a reporting issuer in Alberta, British Columbia, and Ontario.
SOURCE Antera Ventures I Corp.
For further information: For more information about Antera, please contact Raj Dewan, Corporate Secretary, at (416) 865-7878.