Business
Acquisition of Socialize, Inc. by ShareThis, Inc.
Acquisition of Socialize, Inc. by ShareThis, Inc..
About this update from Tmt Investments Plc
[{"type":"text","content":"\n \nRNS Number : 0496B TMT Investments PLC 27 March 2013 \n \n\n27 March 2013\n \nTMT INVESTMENTS PLC\n(\"TMT\" or the \"Company\")\n \nAcquisition of Socialize, Inc. by ShareThis, Inc.\n \nTMT Investments PLC, which invests in high-growth internet-based companies, is pleased to announce that its portfolio company Socialize, Inc. (\"Socialize\") was yesterday acquired by ShareThis, Inc. (\"ShareThis\").\n \nTMT's total maximum consideration for the transaction is US$713,991, consisting of the following elements:\n· US$40,319 payable to TMT in cash at closing;\n· Up to additional US$103,642 in cash payable to TMT after the expiration of an eighteen months' holdback period, subject to potential deductions to indemnify ShareThis for breaches of certain representations and warranties by Socialize; and\n· US$570,030 in the form of an unsecured convertible promissory note in ShareThis, which is subordinated to certain other debt of ShareThis (the \"Note\").\n \nThe Note has been issued to TMT on the following terms:\n \n· Interest rate - 1.09% per annum.\n· Term - the Note will be repayable in whole or in part at par at TMT's option on any date after 26 March 2018 (the \"Maturity Date\").\n· Conversion -\no At any time prior to the Maturity Date, TMT at its sole discretion may convert all or a portion of the outstanding principal and unpaid accrued interest on the Note into shares of ShareThis common stock at the fixed conversion price.\no In the event of an acquisition of ShareThis, TMT at its sole discretion may convert all or a portion of the outstanding principal and unpaid accrued interest on the Note into shares of ShareThis common stock at the fixed conversion price, contingent upon the completion of the acquisition. If TMT elects not to convert the Note in connection with a ShareThis acquisition, the conversion right will terminate upon the closing of the ShareThis acquisition, and TMT will be entitled to receive the entire outstanding principal and unpaid accrued interest under the Note in cash. \n \nTMT's original investment in Socialize was made on 19 December 2011 and consisted of a US$500,000 unsecured convertible promissory note in Socialize.\n \nAlex...