iSIGN Media Solutions Inc. announced that it has completed the key condition to purchase Pinpoint Media Group Inc., by the signing of a Letter of Intent with Mac's Convenience Stores Inc. and Pinpoint for a new 5 year Virtual Private Advertising Network Agreement.
iSIGN will be issuing 7.5 million iSIGN treasury shares in return for all of the issued and outstanding shares of Pinpoint upon receipt of the signed Purchase and Sale Agreement and TSX approval.
"We have signed an LOI with Mac's / Alimentation Couche-Tard Inc. to replace the existing VPAN agreement with Pinpoint that sets out the economics of the new agreement," said Alex Romanov, iSIGN's Chief Executive Officer. "The new VPAN arrangement will be for a 5 year term with an option for an additional 5 years and sets out the revenue based royalty payments to Mac's/Couche-Tard. iSign has also agreed, subject to TSX - Venture Exchange approval, to issue warrants to Mac's/Couche-Tard for 3 million iSIGN shares at an exercise price of $0.50 for 5 years, and to give Mac's/Couche-Tard the option of converting either 100% or 50% of its cash royalty payments to 5% or 2 1/2% of iSIGN's outstanding shares subject to TSX - Venture Exchange approval. As per the LOI, a full and complete VPAN and Maintenance and Service Agreement are to be signed within 60 days."
Through this acquisition of Pinpoint, iSIGN will obtain ownership of one of North America's largest digital signage networks, with approximately 5,600 digital display units located throughout the Couche-Tard chain of Mac's convenience stores across Canada and 300 digital display units located in the City of Calgary's municipal buildings.
The Company anticipates that ownership of Pinpoint's digital signage networks will enable us to more quickly deploy our software solution within both the Couche-Tard Mac's and City of Calgary locations, which will result in a faster realization of revenue and metrics from our Interactive Marketing Solution 3.1 software.
Once the installation of our software in the convenience store chain is complete, we will have the world's largest fully interactive digital signage network, reaching an average of 1.5 million consumers a day throughout our convenience store network alone. Through our ownership of this network, we expect that we will be able to better demonstrate ROI to brands and retailers by helping them increase sales within the Couche-Tard environment, while showing the advantages that our IMS patent-pending software and its various reporting features can bring to all retailers and brands.
This network will be used as a showcase to present to the advertising and retail communities, the power that traditional digital signage, integrated with and enhanced by our IMS 3.1 software solution has and how it can bring to advertising campaigns tremendous benefits that would be realized by other retailers and operators in a variety of vertical markets (ex: restaurants, fast food outlets, shopping malls, car dealerships, theaters, real estate offices, etc).
It is our belief that by converting Pinpoint's networks into interactive digital signage networks, we will be able to fully maximize their inherent revenue potential and user base, while retaining that revenue for the consolidated Company.
"We are excited about this acquisition and believe that it will satisfy advertisers' demand for real-time metrics, which will translate into increased revenues for the network," said Mr. Romanov. "In addition, we will immediately be accelerating our sales efforts with advertising agencies and brands to make them aware of the improved Pinpoint network in order to grow our revenue."
"We believe that this platform will become the model for all digital signage networks as well as for the mobile advertising industry," added Mr. Romanov.
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