Mobile Integrated Systems Enters Into Definitive Agreement to Acquire Quantitative Alpha Trading TORONTO, August 21, 2012 /PRNewswire/ -- Mobile Integrated Systems, Inc. (“MOBI”) and Quantitative Alpha Trading, Inc. (“QAT,” and together with MOBI, the...
Mobile Integrated Systems Enters Into Definitive Agreement to Acquire
Quantitative Alpha Trading
TORONTO, August 21, 2012 /PRNewswire/ -- Mobile Integrated Systems, Inc.
(“MOBI”) and Quantitative Alpha Trading, Inc. (“QAT,” and together with XXXX, the
“Parties,” and each a “Party”) announced the execution of a definitive agreement
(the “Agreement”) providing that MOBI will acquire all of the outstanding common
shares of QAT on the basis of 0.2222 of a share of MOBI’s common stock in exchange
for each outstanding share of QAT (the “Transaction”). The Parties also announced
the execution of a perpetual worldwide licensing and commercialization agreement
to develop QAT software and market all of QAT’s products last Friday. (the
“Commercialization Agreement”).
“We are pleased to have finalized this deal. QAT’s assets represent a turnkey family
of financial software focused on electronic trading signals, robotic trading and
algorithmic execution platforms that will form a cornerstone of the MOBI expansion
strategy. The Agreement and Commercialization Agreement add depth to the MOBI
software portfolio and create significant new revenue opportunities for us,” said
Xxxxxx Xxxxxx, President and CEO of MOBI. He added, “I am delighted that we were
able to get the deal done. The two boards and the two management teams have
worked very hard to deliver a deal that benefits all parties. Revenue is the most
important goal of these agreements and we intend to deliver it.”
“MOBI has the management depth, a well capitalized plan and the proven ability to
take QAT technology to market. These agreements are structured to ensure that
commercialization of our products and the generation of revenue is the company’s
number one priority and not derailed by acquisition activities,” said Xxx XxXxxxxx,
Chief Executive Officer of QAT. He added, “these agreements enable us to begin
commercialization of the products much sooner than we could have alone and prior
to the closing of the Transaction anticipated to be later this year.”
The Agreement
The Parties intend to complete the Transaction by way of a plan of arrangement
under the Business Corporations Act (Ontario). The Parties have agreed to use their
commercial best efforts to close the Transaction as soon as practicable.
The Agreement contains customary terms and conditions for transactions of this
nature, including that (i) no event or condition which has had, or is reasonable likely
to have, a material adverse change on the condition (financial or otherwise) of the
business or assets of either Party shall have occurred on or prior to the closing date;
(ii) all regulatory and statutory requirements for closing of the Transaction shall
have been fully satisfied, (iii) approval of the Transaction by the shareholders of
QAT; (iv) approval of the Transaction by the Superior Court of Justice of Ontario; (v)
all necessary third party consents have been obtained by QAT; and (vi) to the extent
required by XXXX, the relevant parties have agreed to amend the existing
contractual employment arrangements.
MOBI has agreed to provide a first priority secured bridge loan to QAT to a
maximum amount of CDN $800,000 in order to assist QAT in meeting its normal
course obligations until the closing of the Transaction.
To ensure market liquidity is supported by the business plan, MOBI Common Stock
to be issued to shareholders of QAT pursuant to the Transaction (the "Restricted
Shares") will be subject to restricted security rights/provisions, on such terms as
are to be mutually agreed between MOBI and QAT and such Restricted Shares will
be released over a series of dates between 12 months and 24 months following the
date of closing.
Two members of MOBI’s Board of Directors are also affiliated with QAT and as such
have not participated in any deliberations regarding the Transaction. As a
consequence, MOBI and QAT established Special Committees each comprised of two
independent directors to evaluate the transaction (“Special Committee”). The
Boards of the Parties approved the Transaction based on a positive
recommendation by their respective Special Committees. In addition, the QAT
Board received a verbal fairness opinion from its financial advisor that the
consideration in respect of the Transaction is fair, from a financial point of view, to
the QAT shareholders.
About Quantitative Alpha Trading, Inc.
For more than a decade, QAT, an Ontario corporation, has been researching,
developing and maintaining proprietary algorithmic securities trading systems that
operate across numerous financial markets. Relying on behavioural science
patterns, the Company’s proprietary systems use a linked series of computer
programs to analyze securities market data in real-time and directly execute buy or
sell orders over the electronic securities exchanges while monitoring the status of
every trade within a given portfolio without human intervention. The Company
trades on CNSX under the symbol QAT and in the United States on the OTCQB under
the symbol QATSF. xxxx://xxx.xxxxxx.xxx/
About Mobile Integrated Systems, Inc.
MOBI, a Nevada corporation, is a technology company focused on developing and
deploying mobile products and transaction systems to a variety of industry sectors
including lotteries, gaming, transportation, telecommunications, finance, and
others. The company trades on the OTCUS under the symbol MIBI. More
information can be found at: xxxx://xxxxxxxxxxxxxxxxxxxxxxx.xxx/
Press Contacts
Please contact Mobile Integrated Systems marketing team at 000-000-0000.
Please contact Quantitative Alpha Trading marketing team at 000-000-0000.
Forward-Looking Statements
This press release contains "forward-looking statements" as defined in the U.S.
Private Securities Litigation Reform Act of 1995 and Canadian Securities Legislation.
These statements are based upon our current expectations and speak only as of the
date hereof. Such forward-looking statements are inherently uncertain. Our actual
results may vary materially from those expressed in any forward-looking
statements as a result of various factors and uncertainties. Neither MOBI nor QAT
can provide assurances that any prospective matters described in the press release
will be successfully completed or that MOBI or QAT will realize the anticipated
benefits of any transactions, specifically including whether Transaction will close as
described herein, otherwise or at all and whether any revenue will be generated
under the terms of the Commercialization Agreement.
Various risk factors that may affect MOBI business, results of operations and
financial condition are detailed from time to time in the Annual Report on Form 10-
K and in the Current Reports on Form 8-K and other filings made by Mobile
Integrated Systems, Inc. with the U.S. Securities & Exchange Commission. MOBI
undertakes no obligation to update information contained in this release.
Neither CNSX nor any other exchange has reviewed or accepts responsibility for the
adequacy or accuracy of the content of this news release.
Copies of the Agreement, the Commercialization Agreement and the agreement
evidencing the bridge loan will be filed and available on QAT’s SEDAR profile at
xxx.xxxxx.xxx.
