TORONTO (July 15, 2014) – AcuityAds Holdings Inc. (“Acuity Holdings”), formerly Wildlaw Capital CPC 2 Inc. (“Wildlaw”), today announced that it has closed its previously announced qualifying transaction (the “QT Transaction”) with AcuityAds Inc. (“Acuity”), a provider of targeted digital advertising solutions. Following the completion of the Transaction, Acuity is now a wholly-owned subsidiary of Acuity Holdings. Trading in the common shares of Acuity Holdings is expected to resume on the Toronto Stock Exchange Venture on July 22, 2014 under the symbol “AT”.
Prior to the Transaction, Wildlaw was a capital pool company as defined in the policies of the TSXV and had not commenced commercial operations and had no assets other than cash. The QT Transaction constituted Wildlaw’s “Qualifying Transaction”, as defined by the policies of the TSXV.
Acuity previously announced the completion of a private placement (the “Offering”) of 3,616,352 subscription receipts of Acuity (the “Subscription Receipts”), each entitling the holder to one common share of Acuity Holdings in connection with the completion of the QT Transaction, at $1.59 per Subscription Receipt for aggregate gross proceeds of $5.75 million, pursuant to an agency agreement dated April 24, 2014 with a syndicate led by Paradigm Capital Inc., and including Clarus Securities Inc. and Euro Pacific Canada Inc. All of the escrow release conditions were satisfied and immediately prior to the closing of the QT Transaction, the Subscription Receipts were exchanged for common shares of Acuity on a 1 to 1 basis and the net proceeds of the Offering were released to Acuity. It is intended that the net proceeds of the Offering will be used to grow sales and marketing capability and to enhance Acuity’s programmatic marketing platform.
As part of the QT Transaction, Wildlaw changed its name to Acuity Holdings and consolidated its common shares on the basis of 31.8 to 1. Acuity consolidated its common shares on the basis of 6.5 to 1, and subsequently amalgamated with a wholly-owned subsidiary of Acuity Holdings (the “Amalgamation”), with all shares of Acuity (including those issued to former holders of the Subscription Receipts) being exchanged for shares of Acuity Holdings. Following the completion of the QT Transaction, Acuity Holdings has an aggregate of 20,745,275 common shares outstanding, comprising 17,003,137 common shares issued to former holders of Acuity common shares and 3,616,352 common shares to investors in the Offering. Acuity Holdings has reserved an aggregate of 691,109 common shares for issuance pursuant to the exercise of options, including 678,530 for former holders of Acuity options.
A filing statement describing Acuity Holdings and Acuity, as well as the terms of the QT Transaction and the Amalgamation, prepared in accordance with the policies of the TSXV, is available on SEDAR at www.sedar.com. The summary of the QT Transaction and Amalgamation set out above is qualified in its entirety by reference to the description of the Transaction in the filing statement.
Following closing of the QT Transaction, the Board of Directors of Acuity Holdings comprises Sheldon Pollack (Chair), Paul Tsaparis, Igal Mayer, Roger Dent, Yishay Waxman, Gary Steinhart, Joe Ontman and Tal Hayek. Tal Hayek assumes the position of Chief Executive Officer.
About AcuityAds Inc.
Acuity is a technology company that has developed a programmatic marketing platform powered by proprietary machine learning technology that allows advertisers to target and connect intelligently with their audiences across online display, video, social and mobile campaigns. With operations in New York, Toronto, Los Angeles, Montreal and Texas, Acuity’s customers include both large Fortune 500 enterprises and small to mid-sized businesses. For more information, visit www.acuityads.com.
For further information:
Cathy Steiner, Chief Financial Officer, AcuityAds Holdings Inc.
Phone: (416) 218-9888 x305
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. 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. Acuity Holdings 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 Acuity Holdings. Additional information identifying risks and uncertainties is contained in Acuity Holdings’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.