SAN FRANCISCO, May 31, 2012 (GLOBE NEWSWIRE) -- Velti plc (Nasdaq:VELT), the leading global provider of mobile marketing and advertising technology and solutions today announced that it has filed a resale registration statement on Form F-3 with the U.S. Securities and Exchange Commission (SEC). The resale registration statement, once declared effective by the SEC, registers for resale ordinary shares issued to former shareholders of Mobile Interactive Group Ltd. (MIG), a U.K. company acquired by Velti in November 2011. The registration statement relates to a total of 271,654 ordinary shares of Velti issued to former MIG shareholders in May 2012 as the initial equity consideration payable pursuant to the acquisition agreement with MIG. The initial equity consideration of $5.0 million was paid in cash (approximately $1.7 million) and ordinary shares (approximately $3.3 million). The number of shares issued was calculated by dividing approximately $3.3 million, by $12.2705, Velti's average closing share price for the 20 business days ended two days prior to April 1, 2012. Velti will not receive any proceeds from the resale of the securities. Velti agreed to file the resale registration statement pursuant to the terms of the acquisition of MIG.
"We agreed, as part of the acquisition, to file this shelf registration. We selected the appropriate breakdown between cash and equity to maximize employee retention and balance dilution and cash usage," said Alex Moukas, Chief Executive Officer of Velti.
Velti also announced that it has filed a resale registration statement on Form F-3 with the SEC to register for resale ordinary shares issued to former shareholders of Mobclix, Inc. (Mobclix), a Delaware company acquired by Velti in September 2010. The registration statement relates to a total of 1,389,841 ordinary shares of Velti issued to former Mobclix shareholders in May 2012 as contingent consideration payable pursuant to the acquisition agreement with Mobclix. Total contingent consideration of approximately $17.2 million was paid in ordinary shares totaling 1,391,505, of which 1,389,841 are being registered. The total number of shares was calculated by dividing approximately $17.2 million by $12.33, Velti's average closing share price for the 10 days ended April 25, 2012. Velti will not receive any proceeds from the resale of the securities.
As of May 29, 2012, the total number of ordinary shares outstanding was 64,844,570. This outstanding number of ordinary shares is inclusive of all shares issued to MIG and Mobclix.
A registration statement relating to each of these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time a registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. The prospectus contained in registration statement is available online at www.sec.gov or by request to Velti at: c/o Velti USA, Inc., Steuart Tower, 1 Market St, Ste. 600, San Francisco, CA 94105; 1 (415) 315-3400.
Velti is not issuing or selling any shares and will not receive any proceeds from the sale of the securities sold by the selling shareholders.
About Velti
Velti is a leading global provider of mobile marketing and advertising technology and solutions that enable brands, advertising agencies, mobile operators and media to implement highly targeted, interactive and measurable campaigns by communicating with and engaging consumers via their mobile devices. The Velti platform, called Velti mGage™, allows customers to use mobile and traditional media to reach targeted consumers, engage the consumer through the mobile Internet and applications, convert them into customers and continue to actively manage the relationship through the mobile channel. Velti is a publicly-held corporation based in Jersey, and trades on the NASDAQ Global Select Market under the symbol VELT. For more information, visit www.velti.com.
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Forward-Looking Safe Harbor Statement:
This press release contains forward-looking statements for Velti that involve risks and uncertainties that could cause Velti's actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Velti expects or anticipates will or may occur in the future, including such things as, the timing for effectiveness of the registration statements, and other such matters are forward-looking statements and forward-looking information. When used in this press release, the words "potential", "indicate", "expect", "intend", "hopes", "believe", "may", "will", "if", "anticipate" and similar expressions are intended to identify forward-looking statements and forward-looking information. Such factors include, among others, factors affecting the timing and effectiveness of the registration statement as well as those factors discussed in Velti's latest Annual Report on Form 20-F as well as other documents filed with the SEC. Except as required by law, Velti assumes no obligation to publicly update any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise.