Datametrex Announces Binding LOI to Acquire Shoptalk Analytics

Print
| Source: Datametrex AI Limited

TORONTO, Jan. 08, 2018 (GLOBE NEWSWIRE) -- Datametrex AI Limited (the “Company” or “Datametrex”) (TSX-V:DM) (FSE:D4G) is pleased to announce that it has entered into a binding letter of intent (“LOI”) to acquire all of the outstanding common shares of Shoptalk Analytics Group Inc. (“Shoptalk”), a Toronto based data collection company focused on independent pharmacies in the United States of America (the “Transaction”

Pursuant to the terms of the LOI, the proposed consideration for the Transaction is an aggregate amount of four million dollars ($4.0 million CAD) payable by a combination of cash and common shares (“Shares”) in the capital of the Corporation on the following basis:

  1. $500,000 CAD on the Closing Date (as defined below) of which 50% shall be payable in cash and the remaining 50% shall be satisfied by the issuance of Shares. The price at which the Shares will be issued will be equal to the volume weighted average price of the Shares on the TSX Venture Exchange for the twenty (20) days prior to Closing Date;
     
  2. $500,000 CAD of which 50% shall be payable in cash and the remaining 50% shall be satisfied by the issuance of Shares at the time Shoptalk achieves the first milestone of 100 paying locations within 6 months from the Closing Date (the “First Milestone”). The price at which these Shares shall be issued will be equal to the volume weighted average price of the Shares for the twenty (20) days prior to achieving the First Milestone;
     
  3. $1,000,000 CAD which will be satisfied by the issuance of Shares at the time Shoptalk achieves the second milestone of an aggregate of 200 locations within 12 months from the Closing Date (the “Second Milestone”). The price at which the Shares will be issued if the Second Milestone is achieved shall be equal to the volume weighted average price of the Shares for the twenty (20) days prior to achieving the Second Milestone; and.    
     
  4. $2,000,000 CAD which will be satisfied by the issuance of Shares at the time Shoptalk on achieves the third milestone of an aggregate of 500 paying locations within 26 months of Closing Date (the “Third Milestone”). The price at which the Shares will be issued if the Third Milestone is achieved shall be equal to the volume weighted average price of the Shares for the twenty (20) days prior to achieving the Third Milestone.

The Transaction is subject to the Corporation and Shoptalk entering into a definitive acquisition agreement (the “Acquisition Agreement”) which shall contain customary terms and conditions for a transaction of this nature.

The Transaction is anticipated to close on or about February 5, 2018 (the “Closing Date”) and it is anticipated that the Acquisition Agreement will be entered into on or about January 31, 2018. The Transaction is subject to the approval of the TSX Venture Exchange and certain conditions pursuant to the terms of the LOI, including satisfactory of due diligence.

"Shoptalk Analytics is looking forward to joining the Datametrex family. With a proven footprint in the US independent pharmacy sector, HIPPA compliant data collection methods, and a growing loyalty member base, we provide the independent pharmacy market (22,000 locations in the US alone) with the tools to stay relevant and compete against the big pharmacy chains by leveraging big data and rewards. The Datametrex acquisition will further our reach into the market, and provide us with valuable AI support in the areas of predictive analytics and customer engagement," says Enmanuel Rumbos, Shoptalk's Chief Executive Officer and President.

“The collection of POS (Point-of-Sale) and other data from independent pharmacies is an integral part of the US healthcare technology market. The US pharmaceutical sector was valued around $446 billion in 2016. US healthcare standards such as HIPAA (Healthcare Insurance Portability and Accountability Act) and HL7 (Health Level Seven International) are more prevalent than ever, and Shoptalk Analytic’s data collection platform will integrate with these standards and protocols providing vital information between healthcare providers. Datametrex sees the value of the data in this sector and how the DataTap, Nexalogy AI and Shoptalk will become a major business intelligence technology solution for the US and international pharmacy market,” says Andrew Ryu, Chairman and CEO.    

About Shoptalk Analytics

Shoptalk provides technology hardware and software to the US independent pharmacy market. The solutions capture vital real-time POS and other related data for key decision making by a number of healthcare providers. The company has a key distribution agreement with McKesson Corporation.    

About the Company

Datametrex AI Limited is focused on the collection of retail sales data, providing Government Agencies and Fortune 500 corporations with Artificial Intelligence solutions and implementing Blockchain technology for secure Data Transfers and Cryptocurrency Mining.

Additional information on Datametrex is available at: www.datametrex.com.

To stay informed about Datametrex, please join our Investor Group on 8020 Connect http://bit.ly/2fPUNwF for all upcoming news releases, articles comments and questions.

For further information, please contact:

Jeffrey Stevens – President & COO
Phone:   (647) 400-8494
Email:    jstevens@datametrex.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Such forward-looking information and statements are not representative of historical facts or information or current condition, but instead represent only the Company`s belief regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control.

Generally, such forward-looking information or statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”.

The forward-looking information contained herein includes, but is not limited to, statements regarding the terms, timing and completion of the proposed Transaction. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on any forward-looking information or statements contained in this press release.

The forward-looking information contained in this press release is made as of the date hereof, and the Company does not undertake to update any forward-looking information that is contained or referenced herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. All subsequent written and oral forward looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in its entirety by this notice.