Click here to close now.




















Welcome!

API Journal Authors: Liz McMillan, Elizabeth White, Carmen Gonzalez, AppDynamics Blog, Vormetric Blog

News Feed Item

Leo Acquisition Corp. Enters Into Letter of Intent With Conversion Marketing-Communication Inc. in Respect of a Proposed Qualifying Transaction

TORONTO, ONTARIO -- (Marketwire) -- 02/08/13 -- Leo Acquisition Corp. (TSX VENTURE:LEQ.P) ("Leo") is pleased to announce that it has signed a letter of intent (the "LOI") with Conversion Marketing-Communication Inc., a corporation existing under the laws of Ontario ("Conversion"), which outlines the general terms and conditions pursuant to which Leo and Conversion would be willing to complete a transaction that will result in a reverse take-over of Leo by the shareholders of Conversion (the "Transaction"). The LOI was negotiated at arm's length and is effective as of February 5, 2013.

The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") to be signed on or before March 31, 2013 (or such other date as may be mutually agreed in writing between Leo and Conversion). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions, including the approval of the directors of each of Leo and Conversion of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Leo and Conversion, as well as the conditions described below. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies, however, it is currently contemplated that the transaction will be structured as a securities exchange.

Leo is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It is a capital pool company and intends for the Transaction to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV. Leo is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta.

Since the Transaction is not a non-arm's length transaction, Leo is not required to obtain shareholder approval for the Transaction. However, Leo intends to hold a special meeting of shareholders to approve certain matters ancillary to the Transaction, including a consolidation of its shares and changing its name to Conversion Inc.

Trading in the common shares of Leo has been halted. It is unlikely that the common shares of Leo will resume trading until the Transaction is completed and approved by the TSXV.

Subject to TSXV approval, Leo has also agreed to provide to Conversion a secured subordinate loan in the principal amount of $50,000 as soon as possible following TSXV approval of same and agreement on standard loan and security documentation acceptable to Leo and Conversion, each acting reasonably.

Conditions to Transaction

Prior to completion of the Transaction (and as conditions of closing):


--  Conversion must complete a private placement financing (the "Offering")
    for minimum gross proceeds of not less than $2,000,000. The pricing of
    such financing has not yet been determined and will be dependent on
    various factors, including market conditions. 
    
--  Leo shall seek shareholder approval to consolidate (the "Leo
    Consolidation") its existing common shares (the "Leo Shares") on a 2 for
    1 basis. 
    
--  The parties will prepare a filing statement in accordance with the rules
    of the TSXV, outlining the terms of the Transaction. 
    
--  Conversion and Leo will enter into a Definitive Agreement in respect to
    the Transaction on or before March 31, 2013. 
    
--  Conversion will obtain the requisite shareholder approvals for the
    Transaction. 
    
--  All requisite regulatory approvals relating to the Transaction,
    including, without limitation, TSXV approval, will have been obtained. 

The Proposed Transaction

Pre-Closing Capitalization of Leo

As of the date hereof, Leo has 8,240,500 Leo Shares issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 1,248,000 Existing Leo Shares at an exercise price of $0.10 per Leo Share. Upon completion of the Leo Consolidation, Leo will have 4,120,250 Leo Shares outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 674,000 Leo Shares at an exercise price of $0.20 per Leo Share.

Pre-Closing Capitalization of Conversion

As of the date hereof, Conversion's authorized capital consists of an unlimited number of class A common shares, of which 4,000 are issued and outstanding, an unlimited number of class B common shares, of which 2,000 are issued and outstanding, an unlimited number of class C common shares, of which 1,000 are issued and outstanding, an unlimited number of class D common shares, of which 1,000 are issued and outstanding, an unlimited number of class E common shares, of which 1,000 are issued and outstanding, an unlimited number of class F common shares, of which 1,000 are issued and outstanding, an unlimited number of class G non-voting common shares, of which none are issued and outstanding and an unlimited number of class H non-voting common shares, of which none are issued and outstanding (all of the issued and outstanding shares of all classes collectively, the "Conversion Shares"). There are no convertible securities of Conversion currently outstanding. Conversion has an aggregate of $2.25 million of shareholder loans outstanding (the "Conversion Loans"). The Conversion Loans will be converted into Conversion Shares prior to the completion of the Qualifying Transaction and it is expected that after the conversion of the Conversion Loans, there will be 460,000 Conversion Shares issued and outstanding.

Warren Eddy, Goodwin Gibson, Jonathan Huth, Greg Geralde, Rob Rathke and Carey Mende-Gibson together own, directly or indirectly, all of the issued and outstanding shares of Conversion. Each of the foregoing shareholders of conversion are residents of Canada.

Terms of the Transaction

Leo proposes to acquire all of the Conversion Shares pursuant to the terms of a Definitive Agreement. It is expected that each shareholder of Conversion will receive 45.65 Leo Shares (on a post-consolidation basis) for each Conversion Share held (the "Exchange Ratio") resulting in the Leo Shareholders holding approximately 16.4% of the common shares of the combined entity (the "Resulting Issuer") and the former Conversion Shareholders holding approximately 83.6% of the common shares of the Resulting Issuer upon completion of the Transaction (immediately prior to giving effect to the Offering). All classes of Conversion Shares will be exchanged for common shares of Leo in connection with the Transaction.

About Conversion

Conversion Marketing-Communication Inc. provides enterprise organizations with optimized digital marketing performance and financial returns through a uniquely integrated approach. Using a proprietary diagnostic tool, The Conversion Index, the company has developed a platform on which it is building a service offering focused on driving long term client relationship and recurring revenues. The Conversion Index is a robust digital marketing evaluation and executive management tool focused on the development of focused, effective and integrated digital marketing strategies and tactics. The Conversion Index evaluates over 300 digital marketing data points that are scored against either best performance and or best practice benchmarks across the broadest spectrum of digital marketing activities inclusive of Search Engine Marketing, Content Marketing, Web Presence, Customer Relationship Management (CRM) Social Media as well as Measurement and Analytics. Clients benefit from the benchmarking scores that the Conversion Index generates as well as a detailed gap analysis that informs a focused and actionable go forward strategy for their digital marketing. Annual re-scoring of the Index also allows clients to effectively measure their performance improvement. Clients have included major national retailers, financial service organizations, media organizations and manufacturers. The Conversion Index gap analysis and strategic recommendations also generates demand for the other core service offerings Conversion is building organically and through acquisition in the areas of Research, Search Engine Marketing, Content Marketing, Database Management, Social-CRM and Marketing Analytics. Conversion Marketing-Communication Inc. is based in Toronto, Ontario, Canada. www.driveconversion.com Financial Information Concerning Conversion.

Selected Financial Information

The table below sets out certain selected unaudited financial information regarding Conversion as at, and for the 12 month ended September 30, 2012 (unaudited) and the three month period ended December 31, 2012. The selected information was prepared in accordance with Canadian GAAP).


                                                                            
Balance Sheet                      As at December 31,   As at September 30, 
                                                 2012                  2012 
                                          (unaudited)           (unaudited) 
                                                                            
Current Assets                           $    516,421          $    159,977 
                                                                            
Fixed Assets                             $      7,035          $      7,618 
                                                                            
Total Assets                             $    523,456          $    167,595 
                                                                            
Current liabilities                      $    804,362          $    487,209 
                                                                            
Non-Current Liabilities                  $        nil          $        nil 
                                                                            
Total Liabilities                        $    804,362          $    487,209 
                                                                            
Shareholders' equity                     $   (280,906)         $   (319,614)
                                                                            
Total liabilities and equity             $    523,456          $    167,595 
                                                                            
Statement of Comprehensive        For the three month                       
Income                          period ended December    For the year ended 
                                             31, 2012    September 30, 2012 
                                          (unaudited)           (unaudited) 
                                                                            
Revenue                                  $    770,546          $  1,637,705 
                                                                            
Gross Profit                             $    375,747          $    827,955 
                                                                            
Net Profit for the Period                $     54,363          $   (471,024)

Insiders, Officers and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the board of directors of the Resulting Issuer shall be comprised of: Warren Eddy, Goodwin Gibson, Greg Geralde, Jonathan Huth, Michael Newman and Gerry Goldberg. Biographical information for each of the foregoing is set out below.

Goodwin Gibson, Chief Executive Officer and Director

Mr. Gibson is a seasoned executive within the Canadian advertising and marketing services industry. He holds a Bachelor of Arts degree in Business and Visual Arts from the University of Western Ontario.

His 25 year career includes 13 years at Cossette Communication-Marketing where he built the database and direct marketing business into the largest service provider of its kind in Canada contributing to Cossette going public. At MacLaren McCann Canada, he oversaw the integrating of their direct and interactive marketing units to form MacLaren MRM which he lead for 6 years to become the largest integrated digital marketing services company in Canada and was consistently in the top five offices of the Global McCann MRM operation.

He has been Chairman of the Canadian Marketing Association's Annual CMA Awards and Chairman of the Canadian Marketing Associations National Convention. Mr. Gibson also currently sits on the Board of Directors and Chairs the Fundraising Committee of SKETCH, a charity that provides arts programming for at risk and homeless youth across the greater Toronto area.

Jonathan Huth, Chief Operating Officer and Director

Mr. Huth is a proven senior marketing executive with more than 20 years of experience in the financial service, retail, and loyalty management industries. He holds an MBA from Schulich School of Business and a BA in History and Economics from University of Toronto. An expert in loyalty and database marketing programs he has held senior management and executive level positions at organizations including Scotiabank, Indigo Books and Music Inc., Canadian Tire, and LoyaltyOne (AIR MILES). He has also served as Director on the Board of a private fitness and social club.

Greg Geralde, Chief Financial Officer & Director

Mr. Geralde is an accomplished financial executive with over 20 years of experience in the advertising and marketing business. He earned his CGA in 1987. As SVP & CFO for DDB Canada he oversaw all financial, HR and client remuneration matters. At Cossette Communication for 12 years, he was V.P. Finance and Operations and instrumental in its rocketing growth during those years in Toronto. Prior to advertising, he was V.P. Finance for Burger King Canada.

Greg also sits on the Board of the American Marketing Association (Toronto) and the Marketing Hall of Legends.

Carey Mende-Gibson, VP Technology and Insights

Mr. Mende-Gibson serves as the VP of Technology & Insights at Conversion Marketing. He leads the development of the Conversion Index and oversees the analytics and technology development. He is currently on the Canadian Marketing Association's Customer Insights & Analysis Council. Prior to Conversion he served as VP Mobile Marketing and Director of Insights & Analysis for Inbox Marketer working with leading companies such as Mastercard, AT&T, Publix, Petro-Points, Sobeys among others. He has also worked with Scotiabank, AIR MILES, FloNetwork/DoubleClick in loyalty, direct, email and product management roles. He holds a BBA from Schulich School of Business.

Gerry Goldberg, Director

Gerry Goldberg is a Chartered Accountant and is a Senior Partner in the accounting firm of Schwartz Levitsky Feldman LLP, in Toronto, and prior thereto, he was a partner in the predecessor firm of Grant Thornton for over 10 years. Gerry Goldberg has over 30 years of experience and he heads the US Public Company audit division of the firm and has industry expertise in the service, distribution, retail, real estate, "not-for-profit" entities and manufacturing industries with a strong emphasis in taxation and business advisory services. He is also active in corporate finance and development and was involved in the structure and design of numerous innovative financing instruments, tax shelters and syndications, both in Canada and the US. He is actively involved with the audit of various public Canadian, US, Chinese and other foreign companies listed in the US and Canada. He is also the President of SLF Capital Markets Inc., and is or was a Director of Public, non-profit, educational and other institutions, organizations and companies.

G. Michael Newman

Michael Newman, 67, is the founder, and from 1997 to 2009 was the President & CEO of InterRent Real Estate Investment Trust. He is the Managing Director of two family owned merchant banks, Boardwalk Capital Inc., and Adevam Investments Inc., he currently serves on the Boards of Directors of GenSource Capital Inc., China GreenStar Agricultural Inc., and Augustine Ventures, as well as being on the Advisory Boards of The Succession Fund and AgriFood Capital Inc., two private equity funds.

Following completion of the Transaction, the Offering (assuming gross proceeds of $2 million) and, it is anticipated that only Warren Eddy will exercise direction or control over more than 10% of the issued and outstanding shares of the Resulting Issuer.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Leo is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that Leo will ultimately obtain this exemption. Leo intends to include any additional information regarding sponsorship in a subsequent press release.

All information contained in this news release with respect to Leo and Conversion was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, 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 management information circular or filing statement to be prepared in connection with the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; future developments; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued research and development. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Leo and Conversion disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 RELEASE.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
Akana has announced the availability of the new Akana Healthcare Solution. The API-driven solution helps healthcare organizations accelerate their transition to being secure, digitally interoperable businesses. It leverages the Health Level Seven International Fast Healthcare Interoperability Resources (HL7 FHIR) standard to enable broader business use of medical data. Akana developed the Healthcare Solution in response to healthcare businesses that want to increase electronic, multi-device access to health records while reducing operating costs and complying with government regulations.
SYS-CON Events announced today that the "Second Containers & Microservices Expo" will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal today!
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
SYS-CON Events announced today that Micron Technology, Inc., a global leader in advanced semiconductor systems, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Micron’s broad portfolio of high-performance memory technologies – including DRAM, NAND and NOR Flash – is the basis for solid state drives, modules, multichip packages and other system solutions. Backed by more than 35 years of technology leadership, Micron's memory solutions enable the world's most innovative computing, consumer,...
SYS-CON Events announced today the Containers & Microservices Bootcamp, being held November 3-4, 2015, in conjunction with 17th Cloud Expo, @ThingsExpo, and @DevOpsSummit at the Santa Clara Convention Center in Santa Clara, CA. This is your chance to get started with the latest technology in the industry. Combined with real-world scenarios and use cases, the Containers and Microservices Bootcamp, led by Janakiram MSV, a Microsoft Regional Director, will include presentations as well as hands-on demos and comprehensive walkthroughs.
In his session at @ThingsExpo, Lee Williams, a producer of the first smartphones and tablets, will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater. He will explain how M2M controllers work through wirelessly connected remote controls; and specifically delve into a retrofit option that reverse-engineers control codes of existing conventional controller systems so they don't have to be replaced and are instantly converted to become smart, connected devices.
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies leverage disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advanced analytics, and DevOps to advance innovation and increase agility. Specializing in designing, imple...
17th Cloud Expo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some form of XaaS – software, platform, and infrastructure as a service.
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts, GM of Platform at FinancialForce.com, will discuss the value of business applications on wearable ...
The 3rd International WebRTC Summit, to be held Nov. 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA, announces that its Call for Papers is now open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 15th International Cloud Expo, 6th International Big Data Expo, 3rd International DevOps Summit and 2nd Internet of @ThingsExpo. WebRTC (Web-based Real-Time Communication) is an open source project supported by Google, Mozilla and Opera that aims to enable bro...
WebRTC services have already permeated corporate communications in the form of videoconferencing solutions. However, WebRTC has the potential of going beyond and catalyzing a new class of services providing more than calls with capabilities such as mass-scale real-time media broadcasting, enriched and augmented video, person-to-machine and machine-to-machine communications. In his session at @ThingsExpo, Luis Lopez, CEO of Kurento, will introduce the technologies required for implementing these ideas and some early experiments performed in the Kurento open source software community in areas ...
Consumer IoT applications provide data about the user that just doesn’t exist in traditional PC or mobile web applications. This rich data, or “context,” enables the highly personalized consumer experiences that characterize many consumer IoT apps. This same data is also providing brands with unprecedented insight into how their connected products are being used, while, at the same time, powering highly targeted engagement and marketing opportunities. In his session at @ThingsExpo, Nathan Treloar, President and COO of Bebaio, will explore examples of brands transforming their businesses by t...
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
While many app developers are comfortable building apps for the smartphone, there is a whole new world out there. In his session at @ThingsExpo, Narayan Sainaney, Co-founder and CTO of Mojio, will discuss how the business case for connected car apps is growing and, with open platform companies having already done the heavy lifting, there really is no barrier to entry.
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal an...
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and analyzed? As an area of investment, how might a retail company move towards an innovation methodolo...
The Internet of Things is in the early stages of mainstream deployment but it promises to unlock value and rapidly transform how organizations manage, operationalize, and monetize their assets. IoT is a complex structure of hardware, sensors, applications, analytics and devices that need to be able to communicate geographically and across all functions. Once the data is collected from numerous endpoints, the challenge then becomes converting it into actionable insight.