Breaking Data Corp. Announces Agreement to Acquire GIVEMESPORT
Dec 15, 2016, 08:30 ET
- With over 30 million monthly visitors and reaching over 140 million Facebook users GiveMeSport is one of the world's largest online sports publishers
- Breaking Data's Artificial Intelligence technology and GiveMeSport's data-optimized content combine to form a powerful machine for growth
TORONTO, ON and LONDON, UK, Dec. 15, 2016 /PRNewswire/ - Breaking Data Corp. (TSXV:BKD,OTCQB:BKDCF) (the "Company" or "Breaking Data") is pleased to announce that it has entered into a binding letter of agreement (the "Agreement") with Sports New Media Holdings Limited ("SNM"), a corporation existing under the laws of the United Kingdom, which is the owner of GiveMeSport.com and its related businesses ("GiveMeSport"), pursuant to which Breaking Data will acquire SNM in exchange for the issuance of a total of 190,322,000 common shares of Breaking Data ("BKD Shares") to the security holders of SNM (the "Transaction").
GiveMeSport is a leading next generation sports media publisher, supported by investment from IMG, a global leader in sports, events and media, boasts the largest single publisher Facebook page in the world, with over 25.6 million members. (By comparison, ESPN is the next largest single sports publisher Facebook page with 15.2 million members). In addition, GiveMeSport's content generates over 3.4 billion impressions1, reaching over 140 million unique users2 per month on Facebook alone.
GiveMeSport's website attracts an international, mobile first audience of over 32 million monthly visitors3, predominantly from the US and Europe and is one of the world's largest online sports publishers, with Alexa by Amazon ranking the website as the 861st largest in the world4 (By comparison, Bleacher Report is ranked at 923, Fox Sports is 1,541 and NBC Sports is 1,686).
GiveMeSport has a deep understanding of how to produce authentic and engaging written and video content for the millennial audience and utilizes cutting edge technology to enable the optimal creation, distribution and viewability of its content.
GiveMeSport is one of the leaders in programmatic advertising, consistently delivering high performance and high viewability for many high-profile advertisers such as; Mercedes Benz, BMW, American Express, Porsche, Omega, Jaguar, Electronic Arts and Draft Kings.
| __________________________ |
| 2 Last 28 Days (Facebook): The number of people who have seen any content associated with your Page. (Unique Users) |
| 3 32,892,682 Visitor sessions recorded by Google Analytics in Nov 2016 |
| 4 As on the 14th December 2016 recorded by Alexa |
In addition, GiveMeSport is also the Official online NBA destination in the UK, promoting the NBA across the country. It also has several official partnerships with the NFL, Golfing World and In Cycle.
GiveMeSport has recently developed an emphasis on Video within Facebook and already generates over 200 million video plays per month, including the broadcast of the first Facebook Live International Rugby game (France v Australia) and the International Masters Soccer tournament.
"This is an exciting merger and important next step for the futures of both companies. We believe that the combination of artificial intelligence with social distribution will create a very powerful next generation media business that offers significant potential for growth and increased shareholder value," said Nick Thain, CEO of GiveMeSport.
"At GiveMeSport we are passionate about creating great content that connects with our audience, wherever they might be. However, that alone is not enough. We have always been a tech-led media business, and our success has been built around the power of our proprietary technology platforms. The merger with Breaking Data allows us to continue to invest and grow in this area," added Jae Chalfin, Founder & CCO.
"We are extremely excited about this agreement, and of becoming an integral part of one of the fastest growing sports properties in the world. GiveMeSport.com is among the top 1000 most visited web sites in the world and among the top 50 web sites in the UK. By integrating our advanced machine learning and AI techniques we believe that there is great potential to accelerate the growth in the combined entity. In addition, our mobile application as means of distributing GiveMeSport content will enable direct delivery, in the fastest and most personalized way, to a massive and fast growing market segment that is coveted by advertisers," said Marvin Igelman, CEO of Breaking Data Corp.
The Agreement is to be superseded by a definitive share purchase agreement (the "Definitive Agreement") to be signed on or before January 13, 2017 (or such other date as may be mutually agreed in writing between Breaking Data and SNM). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV").
Trading in the common shares of Breaking Data (TSXV:BKD,OTCQB:BKDCF) is currently halted.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing, among other things):
- The parties will prepare an information circular in accordance with the rules of the TSXV, outlining the terms of the Transaction.
- Breaking Data and SNM will enter into a Definitive Agreement in respect to the Transaction on or before January 13, 2017.
- Breaking Data will obtain the requisite shareholder approval for the Transaction.
- All requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval, will have been obtained.
Pro-forma Capitalization of Breaking Data
As of the date hereof, Breaking Data has 71,789,122 shares issued and outstanding on a non-diluted basis. An additional 49,433,391 Breaking Data shares are issuable upon the exercise or conversion of existing Breaking Data convertible securities. Based on the 190,322,000 Breaking Data shares issuable pursuant to the Transaction, on a non-diluted basis, ownership of the combined entity will be as follows: existing shareholders of Breaking Data - 27.4%; and, security holders of SNM – 72.6%.
Breaking Data will issue additional press releases related to the officers and directors of the resulting issuer and other material information as it becomes available.
About Sports New Media Holdings Limited
GiveMeSport creates and publishes content around the clock, with contributors across all continents including writers, designers, video and social media producers, also offering free training, work experience and freelance opportunities to aspiring journalists via its Academy, which in almost four years has trained and hundreds of journalists. Academy graduates currently make up over half of the publisher's current full-time editorial staff and over three-quarters of its freelancer network.
The site, with over 75% of its traffic coming from mobile devices, publishes over 2,000 articles and over 500 videos per month, in English and in Spanish, to core markets in the UK, US, Mexico, Argentina and Spain, as well as rapidly growing audiences in Asia, Europe and Latin America and plans to launch several new languages in 2017. Find out more at givemesport.com.
About Breaking Data Corp.
Breaking Data Corp. is a technology provider of semantic search, machine learning and natural language processing ("NLP"). The Company's technology platform has many practical applications, in multiple business and consumer verticals that are immersed in massive media and data rich settings. The Company's showcase app, BreakingSports, utilizes semantic machine learning and NLP to track social media in a fully automated, real-time manner for significant sports information and events and distributes summarized information through real-time push notifications to consumers. The Company also enables mobile application providers to generate revenue into their apps via its "Poynt-Enabled" SDK and owns Poynt, an award winning local mobile search app. Find out more at breakingdatacorp.com.
Completion of the Transaction is subject to several conditions, including Exchange acceptance and disinterested Shareholder approval. 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 to be prepared in connection with the Transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange and its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in no way passed upon the merits of the proposed Transaction accepts no responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-looking Statements - Statements contained in this news release, which are not historical facts, are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results of the Company to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to factors referenced in the Company's other continuous disclosure filings, which are available at sedar.com. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.
SOURCE Breaking Data Corp.