ANNOUNCES BINDING LOI TO ACQUIRE SHOPTALK ANALYTICS
Datametrex AI Ltd. (DM.V) has entered into a binding letter of intent (LOI) to acquire all of the outstanding common shares of Shoptalk Analytics Group Inc., a Toronto-based data collection company focused on independent pharmacies in the United States.
Pursuant to the terms of the LOI, the proposed consideration for the Transaction is an aggregate amount of four million dollars ($4.0 million CAD) payable by a combination of cash and common shares ("Shares") in the capital of the Corporation on the following basis:
$500,000 CAD on the Closing Date (as defined below) of which 50% shall be payable in cash and the remaining 50% shall be satisfied by the issuance of Shares. The price at which the Shares will be issued will be equal to the volume weighted average price of the Shares on the TSX Venture Exchange for the twenty (20) days prior to Closing Date;
$500,000 CAD of which 50% shall be payable in cash and the remaining 50% shall be satisfied by the issuance of Shares at the time Shoptalk achieves the first milestone of 100 paying locations within 6 months from the Closing Date (the "First Milestone"). The price at which these Shares shall be issued will be equal to the volume weighted average price of the Shares for the twenty (20) days prior to achieving the First Milestone;
$1,000,000 CAD which will be satisfied by the issuance of Shares at the time Shoptalk achieves the second milestone of an aggregate of 200 locations within 12 months from the Closing Date (the "Second Milestone"). The price at which the Shares will be issued if the Second Milestone is achieved shall be equal to the volume weighted average price of the Shares for the twenty (20) days prior to achieving the Second Milestone; and.
$2,000,000 CAD which will be satisfied by the issuance of Shares at the time Shoptalk on achieves the third milestone of an aggregate of 500 paying locations within 26 months of Closing Date (the "Third Milestone"). The price at which the Shares will be issued if the Third Milestone is achieved shall be equal to the volume weighted average price of the Shares for the twenty (20) days prior to achieving the Third Milestone.
The Transaction is subject to the Corporation and Shoptalk entering into a definitive acquisition agreement (the "Acquisition Agreement") which shall contain customary terms and conditions for a transaction of this nature.
The Transaction is anticipated to close on or about February 5, 2018 (the "Closing Date") and it is anticipated that the Acquisition Agreement will be entered into on or about January 31, 2018. The Transaction is subject to the approval of the TSX Venture Exchange and certain conditions pursuant to the terms of the LOI, including satisfactory of due diligence.
"Shoptalk Analytics is looking forward to joining the Datametrex family. With a proven footprint in the US independent pharmacy sector, HIPPA compliant data collection methods, and a growing loyalty member base, we provide the independent pharmacy market (22,000 locations in the US alone) with the tools to stay relevant and compete against the big pharmacy chains by leveraging big data and rewards. The Datametrex acquisition will further our reach into the market, and provide us with valuable AI support in the areas of predictive analytics and customer engagement," says Enmanuel Rumbos, Shoptalk's Chief Executive Officer and President.
"The collection of POS (Point-of-Sale) and other data from independent pharmacies is an integral part of the US healthcare technology market. The US pharmaceutical sector was valued around $446 billion in 2016. US healthcare standards such as HIPAA (Healthcare Insurance Portability and Accountability Act) and HL7 (Health Level Seven International) are more prevalent than ever, and Shoptalk Analytic's data collection platform will integrate with these standards and protocols providing vital information between healthcare providers. Datametrex sees the value of the data in this sector and how the DataTap, Nexalogy AI and Shoptalk will become a major business intelligence technology solution for the US and international pharmacy market," says Andrew Ryu, Chairman and CEO.
About Shoptalk Analytics
Shoptalk provides technology hardware and software to the US independent pharmacy market. The solutions capture vital real-time POS and other related data for key decision making by a number of healthcare providers. The company has a key distribution agreement with McKesson Corporation.
About the Company
Datametrex AI Limited is focused on the collection of retail sales data, providing Government Agencies and Fortune 500 corporations with Artificial Intelligence solutions and implementing Blockchain technology for secure Data Transfers and Cryptocurrency Mining.