Intouch Insight Ltd. Announces a Definitive Agreement to Acquire SeeLevel HX of Atlanta, Georgia
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OTTAWA, ON, Sept. 24, 2021 /CNW/ - Intouch Insight Ltd., (Intouch or the Company) (TSXV: INX) (OTCQX: INXSF) today announces it has entered into a definitive agreement (the Acquisition) to acquire Mystery Researchers, LLC dba SeeLevel HX (SeeLevel), subject to TSX Venture acceptance. SeeLevel is a US customer experience measurement company who has provided services across the US since 2008. The letter of intent was signed on May 12, 2021 and the targeted closing date is October 1, 2021.
"We are very pleased to be acquiring such a respected company in the industry. From the first meeting with their CEO in early 2020 it was clear that SeeLevel would be a great fit. SeeLevel has a fantastic client base and a strong culture and commitment to execution and client satisfaction like that of Intouch," said Cameron Watt, President & Chief Executive Officer of the Company.
SeeLevel had calendar 2019 annual recurring revenues of US$5,048,485, gross margin of 39%, compared to Intouch historical margins of 52%, and the transaction is arm's length from Intouch. The purchase price for the Acquisition is a combination of cash and Intouch shares. The purchase price is US$2,725,000 in cash of which, US$1,600,000 is payable at closing and US$1,125,000 is payable over the next two years based on achievement of revenue targets. The share component is the issuance of 1,500,000 Intouch common shares. The common shares issued will have a statutory hold period of four months and one day from the date of issuance. Intouch plans to finance the Acquisition with a five-year term bank loan for US$1,600,000, and from its existing cash resources. No finder's fees are payable by Intouch. Upon closing, Lisa van Kesteren, the Founder & CEO of SeeLevel is expected to join Intouch as its Chief Experience Officer.
"This Acquisition is in line with our overall growth strategy and will add velocity to our recovery from the pandemic. We will acquire additional revenue and cash flow that may be invested in our products and services, and a customer base to whom we will be able to sell additional products and services including our SaaS offerings. I am also very pleased with the additional industry knowledge and experience that we are adding through this Acquisition," said Watt.
The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of Intouch in the United States.
About Intouch Insight
Certain statements included in this news release contain forward looking statements that are made of the date hereof, which by their nature are necessarily subject to risks and uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such statements reflect the Company's current views with respect to future events, including the proposed acquisition, future revenues and references to the Company's expansion and growth of the business and operations, and are based on information currently available to the Company and on hypotheses which it considers to be reasonable; however, management warns the reader that hypotheses relative to future events which are beyond the control of management could prove to be false, given that they are subject to certain risks and uncertainties. Please refer to the risks set forth in the Company's most recent annual MD&A and the Company's continuous disclosure documents that can be found on SEDAR at www.sedar.com. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Intouch Insight Ltd.
Company Codes: TorontoVE:INX, OTC-PINK:INXSF, OTC-QX:INXSF
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