(Toronto, Ontario: March 20, 2017) – Quantum International Income Corp. (the “Corporation” or “Quantum“) (TSXV: QIC) announces that it has entered into a letter agreement with a digital skill-based gaming terminal operator based in the U.S. State of Georgia (the “Target“) dated March 16, 2017 pursuant to which the Corporation, or its designated affiliate, will acquire (the “Acquisition“) 100% of the business of Target. The Target assembles, distributes, owns and operates skill-based digital gaming terminals in locations throughout Georgia. The Target’s terminals are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.
The letter agreement between the Corporation and the Target was the result of negotiations between the Corporation and the vendor in respect of the Target (the “Vendor“). The Acquisition is an arm’s length transaction and will be completed under the expedited acquisition process of the TSX Venture Exchange (“TSXV”).
“We are thrilled at the opportunity to add the Target to the Quantum portfolio of businesses” commented Manu K. Sekhri, Chief Executive Officer of the Corporation. “We look forward to working towards completion of this transaction and continuing to pursue our consolidation strategy in Georgia.”
The Target’s unaudited gross revenue was US$2.96M for the year ended December 31, 2016. Readers are cautioned that the foregoing information was provided to the Corporation by the Target as is based, according to the Vendor, on reports from the Georgia Lottery Corporation. The information has not been audited or otherwise verified by the Corporation and this should not be relied upon. There can be no certainty that the foregoing information will remain unchanged after having been audited. Completion of the Acquisition is subject to a number of conditions, including but not limited to the negotiation and execution of a definitive purchase and sale agreement (the “PSA“) between the Corporation and the Vendor, and the completion of due diligence of the Target to the Corporation’s satisfaction in its sole discretion. The PSA will contain provisions customary for transactions of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, closing conditions, indemnities and non-competition provisions in favour of the Target. The Corporation currently expects that it (or its designated affiliate) will acquire 100% of the equity securities of the Target, but the definitive structure for the Acquisition to be set out in the PSA is subject to change based on relevant corporate, tax, regulatory or securities law considerations.
The purchase price for the acquisition of the Target is expected to be US$6.04M, which shall be payable on closing of the Acquisition. The Corporation expects to finance the purchase price of the Acquisition with the previously announced available financing of up to US$20M from Trive Capital.
Completion of the Acquisition is subject to the approval of the TSXV. Closing of the Acquisition is expected to occur on or about July 15, 2017.
About Quantum International Income Corp.
The Corporation seeks opportunities to acquire and grow businesses in order to generate stable distributions for its shareholders, along with capital appreciation. The Corporation seeks to acquire operating businesses with a proven track record, an opportunity for growth and whose management wishes to continue to operate the business going forward. The Corporation’s investment approach is to grow through the acquisition of “platform” businesses that are consistent with its business strategy and acquisition criteria and then to continue to build revenues and earnings within these businesses. Potential acquisition targets may be private or public companies in a variety of industries. Acquisition of all or a majority of the ownership of each such business is preferred. Value will be created by seeking out high growth, high margin opportunities where the acquired businesses can maintain and develop the deep knowledge, expertise and understanding of their customers’ needs required to deliver superior service and command higher pricing and margins than the competition.
More information on Quantum is available at www.quantumincomecorp.com.
|For further information please contact Quantum:
Tel. (416) 477-3419
Tel. (416) 477-3411
Neither 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.
Cautionary Statement Regarding Forward-Looking Information
This release contains certain information which, as presented, constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as “expect” and “intend”, statements that an action or event “may” or “will” be taken or occur, or other similar expressions. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum’s actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum to complete the Acquisition, as well as other factors discussed in the Corporation’s annual information form dated July 23, 2015, (the “Annual Information Form”) which is available on SEDAR under Quantum’s profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information Form, and as otherwise disclosed from time to time on SEDAR under Quantum’s profile at www.sedar.com.
Unless otherwise specified in this release, information contained in this release is current as of the date of this release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.