TORONTO, Oct. 25 /CNW/ - Lemontonic Inc. ("Lemontonic" or "the
Corporation") (TSX Venture: LEM) and Silverback Media Limited ("Silverback"),
the company with which Lemontonic has previously announced a proposed sale of
the online dating and social networking business, are pleased to announce that
Silverback plans to launch its interactive media business through the
acquisition of two existing online content and development businesses and the
commercial launch of two companies controlled by Silverback.
Lemontonic Inc.
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The first of the two planned purchases involves the acquisition of an on-
line online dating and social networking business currently owned and operated
by Lemontonic. As previously detailed by Lemontonic in press releases dated
September 19 and September 30, 2005, Silverback confirms that it has entered
into a preliminary letter agreement with Lemontonic dated April 26, 2005,
which was subsequently amended by further letter agreement dated September 16,
2005. Subject to the settlement of a definitive agreement, the parties have
agreed that in conjunction with Lemontonic's planned business combination with
Pioneering Technology Inc., Lemontonic will transfer its existing online
dating business to a new subsidiary ("New Lemontonic") and subsequently, New
Lemontonic and Silverback will complete a merger by way of amalgamation or
arrangement (the "Lemontonic Merger").
Pursuant to the Lemontonic Merger, the shareholders of New Lemontonic
will receive shares of Silverback Media on the basis of an aggregate of
US$12,655,832 in shares of Silverback Media at a price of US$2.00 per share,
for an aggregate of 6,327,916 shares of Silverback Media to be issued to all
shareholders of New Lemontonic. New Lemontonic will have approximately
118,500,000 New Lemontonic Shares outstanding, with 81.5% being owned by
shareholders of Lemontonic and 18.5% by New Pioneering.
The completion of the Lemontonic Merger will also be subject to the
receipt of all necessary regulatory approval and certain other conditions
precedent, including shareholder approval of New Lemontonic, directors
approval of New Lemontonic and Silverback, and satisfactory completion of due
diligence review by the parties.
Silverback intends to launch New Lemontonic in Europe in early 2006, as
well as take its core intellectual property into other verticals.
To find out more about Lemontonic Inc. (TSX-V:LEM), visit the website at
www.lemontonic.com.
European Acquisition.
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Silverback has entered into a letter agreement to acquire a private
company based in Europe which provides SMS marketing services through its
proprietary software platform to global media and marketing companies. The
targeted acquisition was founded in 2002, and has quickly grown into a
profitable business with revenues for calendar 2004 of more than $3.5 million.
Customers include leading European broadcasters. The company is looking to
launch its SMS marketing programs and services to US customers in early 2006.
The letter agreement contemplates that Silverback will acquire 100% of
the common shares of the company for a combination of cash and stock. Assuming
all performance targets are met in the future years, the purchase price will
be US$2.4M in cash and 3.6M shares of Silverback at a deemed price of US$1 per
share.
The completion of the acquisition is subject to certain conditions
precedent, including satisfactory completion of due diligence review by
Silverback, the entering into of a formal binding agreement and completion of
financing by Silverback.
AdSoda Interactive Inc.
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Silverback co-founded AdSoda Interactive Inc.("AdSoda") in June 2005.
AdSoda is a private Ontario company which was established to act as a media
brokerage and aggregator of highly targeted advertising traffic via top ranked
search portals and web properties online. It creates and develops IAB
(Internet Advertising Bureau) ads and provides performance optimization
services for clients using a proprietary market making software program
targeted to the interactive online advertising space. The software program
will connect buyers and sellers of advertising inventory and provide real time
management of performance based online advertising campaigns. Since its
formation, Silverback has been funding Adsoda's development with commercial
launch scheduled to begin by the end of calendar 2005.
Silverback currently owns 70% of Adsoda, with the remaining interest held
by its co-founding partner, and Adsoda Chief Executive Officer, Mr. Kevin
Markland.
TMTV1 Inc.
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In July 2005, Silverback also co-founded TMTV1 Inc. ("TMTV1"), a private
Nevada corporation which was formed to provide Mobile Virtual Network Operator
(MVNO) Services, Hybrid Carrier Cellular Phone Service and Text Message (SMS)
Technologies to the entertainment and advertising industries. Silverback has
also been funding TMTV1's US$500,000 of start-up costs and commercial launch
of the business is expected to take place in November 2005.
Silverback will own a 66 2/3 % interest in TMTV1 once it has fulfilled
its commitment of providing $500,000 of start-up capital and the remaining
one-third interest will be held by TMTV1's senior management.
About Silverback Media
Silverback Media is a private Gibraltar company recently established to
accumulate various interactive media businesses, with an international reach
and an emphasis on the companies that are leveraging business models based on
the shift of internet users being simply consumers to being "prosumers;" (both
producers and consumers of digital content).
Silverback has assembled a skilled and seasoned management team to
oversee and support the development and growth of its holdings and to assist
management of each portfolio holding in driving their respective business
plans and identifying other strategic opportunities. Silverback management
will also be poised to extract significant value from the inherent synergies
of each Silverback holding for the benefit of the group at large. Silverback
intends to aggressively pursue additional acquisitions.
For further information contact Martin J. Doane, Interim Chief Executive
Officer of Silverback Media at (416) 366-6691.
As previously announced, completion of the Business Combination and
Lemontonic Merger is subject to a number of conditions, including but not
limited to, TSX Venture acceptance and shareholder approval of the
Corporation. The Business Combination and Lemontonic Merger cannot close until
the required shareholder approval is obtained. There can be no assurance that
the Business Combination or Lemontonic Merger will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the Information
Circular of the Corporation to be released in connection with the Business
Combination, any information released or received with respect to the Business
Combination may not be accurate or complete and should not be relied upon.
Trading in the securities of the Corporation should be considered highly
speculative. The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Business Combination and has neither approved nor disapproved
the contents of this press release.
Except for historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties.
Actual results may differ materially. Factors that might cause a difference
include, but are not limited to, market acceptance of principal products, the
impact of competitive products and technologies, the possibility of products
infringing patents and other intellectual property of fourth parties, and
costs of product development.
(Not for dissemination in the United States of America)
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