TORONTO, Aug. 23, 2019 – Datametrex AI Limited (the “Company” or Datametrex”) (TSXV: DM) (FSE: D4G) is pleased to announce that it entered into a binding letter of intent (“LOI”) on August 21, 2019 to acquire all of the outstanding shares of Semeon Analytics Inc. (“Semeon”), a Montreal based AI company specializing in voice of customer (“VOC”) (the “Transaction”). Semeon’s clients include fortune 500 companies such as Desjardins Insurance, Healthcare of Ontario Pension Plan (HOOPP), Group Dynamite, and Ubisoft The Transaction is also expected to create substantial synergies with Datametrex’s portfolio company Nexalogy. This is expected to come in the form of cross-selling opportunities, cost savings, and amassing some of the brightest minds within the data analytics industry under one roof.
Pursuant to the terms of the LOI, Datametrex will acquire all of the issued and outstanding shares of Semeon for a purchase price of $3 million (the “Purchase Price”) payable by a combination of cash and common shares of Datametrex (the “Shares”).
The Shares will be issued at a deemed issue price equal to the greater of (a) $0.05 per Share; and (b)the volume weighted average trading price of the Shares on the TSX Venture Exchange for the ten (10) days prior to the closing of the Transaction (the “Closing Date”).
Datametrex intends to fund the cash portion of the purchase price by completing a non-brokered private placement of debt or equity securities (the “Private Placement”). The allocation of the purchase price between cash and Shares will be determined based on the amount of gross proceeds Datametrex raises in the Private Placement. If Datametrex raises up to (i) $3 million but not less than $2 million, 30% of the purchase price will be comprised of cash, (ii) $4 million but not less than $3 million, 40% of the purchase price will be comprised of cash; and (iii) $5 million but not less than $4 million, 50% of the purchase price will be comprised of cash.
In addition to the purchase price, the shareholders of Semeon will be entitled to receive an earn-out bonus payment of up to $1,750,000, in the aggregate, based on Semeon achieving certain revenue milestones in each of the first three years following the Closing Date
The Transaction is subject to the Corporation and Semeon entering into a definitive acquisition agreement (the “Acquisition Agreement”) which shall contain customary terms and conditions for a transaction of this nature. Completion of the Transaction is also subject to number of conditions, including but not limited to, satisfactory due diligence review, board approval of each of Datametrex and Semeon, shareholder approval of Semeon (if required) and all regulatory approvals including approval from the TSX Venture Exchange.
“I am thrilled to announce signing this binding LOI with Semeon. We have been looking for an AI and machine learning company that would compliment Nexalogy and diversify the Company’s revenue stream. Nexalogy does great work with Government and Military clients focusing on the collection and analysis of unstructured data. Semeon has a very powerful AI, analytics, and reporting platform that focuses on structured data providing its clients with precise Voice of Customer analytics. Semeon has done a fantastic job securing many fortune 500 companies as clients and will provide Datametrex an additional platform to sell to our clients.” Says Andrew Ryu, CEO and Chairman of the Company.
“DataMetrex has demonstrated its ability to acquire and integrate companies with great success, and its acquisition of Semeon Analytics is a clear endorsement of our strategy and powerful Text Analytics platform” said David Lavoie, CEO of Semeon Analytics Inc
The terms of the transaction were negotiated by the parties, which are at arm’s length. No broker fee or commission is payable in connection with the Transaction.
About Semeon Analytics Inc.
Semeon is an AI-powered text analytics platform. It is designed to supercharge data scientists and analysts, allowing them to uncover reliable intelligence for any use case. Founded in 2013, Semeon combines deep semantic analysis with the highest quality sentiment and intent analysis and brings a unique set of features that are poised to change the market landscape dramatically.
Datametrex AI Limited is a technology focused company with exposure to Artificial Intelligence and Machine Learning through its wholly owned subsidiary, Nexalogy (www.nexalogy.com) and Implementing Blockchain technology for secure Data Transfers through its investee company, Graph Blockchain (www.graphblockchain.com).
For further information, please contact:
Andrew Ryu – Chairman & CEO
Phone: 416 – 482 – 3282
This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy.
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