mperus has the right, but not the obligation, to acquire Akamon by exercising the Option Agreement at any time prior to September 25, 2015, with the closing to occur on or before October 2, 2015.
The aggregate purchase price for the acquisition of Akamon is US$25,578,904, payable in cash and securities of Imperus. Imperus has advanced US$600,000 as a non-refundable deposit, and an additional US$22,250,000 in cash is payable on the closing date plus US$500,000 in cash to be deposited into escrow. The final US$2,228,904 shall be paid in Imperus securities to certain of the shareholders of Akamon following the closing date.
Imperus expects that the financing for the acquisition will be completed through a combination of the Company's cash on hand and the remainder through a non-convertible debt facility from a number of current shareholders and insiders of Imperus.
Following the closing of the acquisition, all key management of Akamon will be retained by Imperus. Akamon possesses some of the most sought-after industry executives, such as Vicenc Marti, co-founder and CEO of Akamon (Former Managing Director of Cirsa, Former CMO of Spanish airline Vueling) and Alex Cohen (Former head of game design at Quickspin, product lead on premium games at IGT and the author of popular Slot machines such as "The Hangover"). Alex recently won the E-Gaming Review award for "Rising Software Star of the Year" and "Game of the Year".
Daniel Kajouie, CEO of Imperus commented: "We are extremely excited to have Akamon join the growing Imperus family. With Akamon, Imperus will benefit from an immediate and large footprint into South America, namely Brazil, in addition to Mexico, Spain, France and Italy, where Diwip currently has very little presence. With virtually no overlap of customers between Diwip and Akamon, Imperus will have the opportunity to cross-sell its products to a much larger audience and leverage the infrastructure of both companies to accelerate growth almost immediately."
Vicenc Marti, CEO of Akamon stated: "To me, as CEO and Co-Founder of Akamon, the acquisition of Akamon by Imperus is a game changer. The opportunities in front of us are immense: The transition to mobile in Akamon´s core regions represents in itself a value multiplier of the already exceptional performance of Akamon in Southern Europe and Latin America."
"Imperus, with its other assets, especially Diwip, with whom we will focus in maximizing synergies, will accelerate our plans. Latin America is the fastest-growing smartphone region in the world and craved by the entire social casino gaming community, and along with Imperus, we plan to capitalize on that trend. I am convinced that by combining with Imperus, we will unlock tremendous value, and I have chosen to base almost exclusively my own compensation in the form of Imperus stock to highlight my faith in our joint future," said Vicenc Marti.
The Acquisition is subject to certain conditions such as financing, regulatory approval and approval by Third Eye Capital Corporation as administrative agent for the debt lenders to the Company.