MONTREAL, QUEBEC and TORONTO, ONTARIO — (Marketwire) — 09/17/12 — Parta Dialogue (TSX VENTURE: PAD), experts in Social Campaign Optimization and Social Learning, announces the completion of the acquisition by Parta of the Toronto-based firm M Thirty Communications Inc. (“M30”) (), specializing in social media, mass collaboration, and sharecasting (distribution of branded content). Mr. G. Edmund King, one of the founders of M30 and principal shareholder thereof, joined the board of directors of Parta. Amongst other accomplishments, Mr. King is well known in the financial community as he served as Chairman and Chief executive officer of CIBC Wood Gundy Ltd. and as Chairman of the Investment Dealers Association of Canada.
The Transaction
Parta acquired all of the issued and outstanding shares of M30 for an initial purchase price consisting in the issuance by Parta to M30 shareholders of 6,600,000 common shares of Parta at a deemed valuation of $0.25 per Parta common share and of 1,650,000 warrants to acquire one (1) Parta common share for a purchase price of $0.45 per Parta common share to be exercised within the 18 month period following the closing of the transaction. Parta also paid a cash sum of $25,000 to one M30 minority shareholder. Parta agreed that a $200,000 debenture issued by M30 could be converted into Parta during the 13 month period following the Closing Date into 800,000 common shares and of 200,000 warrants to be issued by Parta assuming a full conversion of the principal amount of the Debenture, each warrant permitting its holder to acquire one (1) Parta common share for a purchase price of $0.45 per Parta common share to be exercised within the 18 month period following the conversion.
Under an earn-out provision based on the revenues of M30 for the 12 months period following the closing of the transaction, an additional maximum of 22,500,000 Parta common shares might be issued upon final determination of the M30 revenues for the earn-out, also at a deemed valuation of $0.25 per Parta common share and a maximum of 5,625,000 warrants to acquire one (1) Parta common share for a purchase price of $0.45 per Parta common share to be exercised within the 18 month period following the closing of the transaction.
A cash advisory fee equal to five percent of the consideration paid at Closing has also been paid by Parta at closing to Byron Capital Markets Ltd. and a similar five percent fee of any consideration to be paid by Parta under the earn-out, if any, will also be payable to such advisor.
About PARTA
PARTA offers Social Media and Social Learning solutions to its clients from offices in Montreal, Paris and Mexico and is the developer of leading eValue Social Media ROI Suite:
Many visionary businesses already employ PARTA-s solutions for internal and external online engagement. Among these are Renault, Orange, Michelin, Hydro-Quebec, Iusacell (Mexico), Dassault Systems, Nestle Waters and Credit Agricole.
PARTA is listed on the TSX Venture Exchange under the symbol PAD and operates through two subsidiaries:
#engagementlabs, an all-digital agency offering a targeted range of social strategies, customized engagement platforms and analytic tools to measure performance and ROI totally focused on social engagement & optimization: .
edu-performance, totally focused on internal engagement and productivity, Edu-Performance offers customized Social Learning and online training solutions: .
Other Information
Completion of the acquisition of M30 has received conditional approval from the TSX Venture Exchange Inc. but the TSX-V has in no way passed upon the merits of the acquisition of M30 and has neither approved nor disapproved the contents of this press release.
“Neither 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 release.”
Contacts:
Paul Allard, President & CEO
Parta Dialogue Inc.
+1 (514) 831-4245
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