Aumento Capital IX Corp. Announces Letter of Intent for Proposed Qualifying Transaction with Pluribus Technologies Inc.
Jul 26, 2021
(TSXV: AUIX.P) (“AUIX“), a capital pool company as defined under Policy 2.4 – Capital Pool Companies (“CPC“) of the TSX Venture Exchange (the “TSXV“), is pleased to announce it has entered into a letter of intent dated July 20, 2021 (the “LOI“) with Pluribus Technologies Inc. (“Pluribus“), a private company incorporated under the Canada Business Corporations Act, whereby AUIX acquires all of the issued and outstanding securities of Pluribus, with such acquisition (the “Transaction“) constituting a reverse take-over of AUIX, subject to the terms and conditions outlined below. AUIX as the resulting issuer following the completion of the Transaction (the “Resulting Issuer“) will continue on the business of Pluribus. AUIX intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the TSXV. It is anticipated that the common shares of the Resulting Issuer will be listed for trading on the TSXV. Pluribus Technologies Inc.
Pluribus is a technology company that acquires small, profitable business to business software companies at reasonable prices in a range of verticals and industries. Pluribus provides experienced sales and marketing resources, strategic partnerships and enabling technologies including automation, self-service, and artificial intelligence/machine learning to create new revenue streams and enable them to grow into significant organizations in their respective markets. Crescere Frameworks, LLC o/a The Learning Network
On March 31, 2019, Pluribus acquired all of the assets of The Learning Network, Inc., a developer of a web-based eLearning platform. Now named Crescere Frameworks, LLC and operating as “The Learning Network,” The Learning Network is one of the leading NASBA approved providers of continuing education for the accounting industry. From global networks to independents firms, its learning management platform serves today’s Chartered Professional Accountant community with the tools necessary to accelerate professional growth, meet requisite certifications, and build an enterprise-wide foundation of intellectual capital. Assured Software Ltd.
On April 30, 2019, Pluribus acquired all of the issued and outstanding shares of Assured Software Limited (“Assured“). Assured provides a cloud-based property restoration and contents job management platform for insurance restoration stakeholders. Built on Salesforce Cloud Platform, Assured JobCheck™ and Assured PackOut™ focus on increasing productivity, collaboration and ease of use. TeleMED Diagnostic Management Inc. and TDM Telehealth Technology Ltd.
On December 16, 2019, Pluribus acquired all of the issued and outstanding shares of TeleMED Diagnostic Management Inc. (“TeleMED“) and TDM Telehealth Technology Ltd. (“TDM“), which together provide medical diagnostic data management. TeleMED is a pioneer and leader in designing and engineering innovative solutions for the electronic management of non-invasive medical test data within a diagnostic environment. LogicBay Corporation
On September 30, 2020, Pluribus acquired all the shares of LogicBay Corporation (“LogicBay“). LogicBay provides technology-enabled Partner Relationship Management (“PRM“) and ecosystem solutions that enable organizations to build, scale, and optimize their sales channel. LogicBay’s PRM technology supports the entire sales channel life cycle from recruiting and onboarding sales partners to managing a global network of partners in multiple languages. FUSE, a member-based digital ecosystem for the manufacturing industry fosters opportunities for members to connect and collaborate effectively, exchange information, gain immediate access to content & courses, and activate new and incremental sources of revenue. SkilSure Inc.
On May 5, 2021, Pluribus acquired certain assets of Claymore Inc. and Skilsure Ltd, together now called SkilSure Inc. (“SkilSure“). SkilSure provides customized professional development and competence assurance software and services. With more than 500,000 users across North America and the United Kingdom, SkilSure has vast experience in tracking the progress of job-specific competency-based training. Services include automated training needs analyses, continuing professional development solutions, online testing, mentoring solutions, eLearning and competence tracking and verification systems and e-portfolio systems. SkilSure is an online solution for planning, mentoring, and supporting development; tracking development progress against competence requirements; building and maintaining e-portfolios to support accomplishment; and allowing controlled access to review, appraise and comment on evidence of accomplishment. ICOM Productions Inc.
On May 26, 2021, Pluribus acquired all the shares of ICOM Productions Inc. (“ICOM“). ICOM develops innovative learning solutions, partnering with some of the world’s largest and most dynamic organizations to create high-impact products with targeted learning objectives. It specializes in online learning, video and motion graphics production, virtual reality and 3D development and eco learning systems. POWR, Inc.
On July 14, 2021, Pluribus acquired all the shares of POWR, Inc. (“POWR“). POWR is one of the web’s leading platforms that helps eCommerce businesses turn website visitors into customers. With 60+ solutions that are easy-to-use, POWR’s platform is customizable, and affordable, businesses can accelerate their growth by optimizing lead collection and conversions on their website and is trusted on over 12 million websites worldwide. POWR is headquartered in San Francisco and has a global team. Summary of the Qualifying Transaction
The LOI contemplates AUIX and Pluribus completing an arm’s length business combination transaction, pursuant to which Resulting Issuer’s shares will be issued to holders of Pluribus Common Shares (as defined below). AUIX currently has 2,000,000 common shares (the “AUIX Shares“) issued and outstanding. Additionally, AUIX has 200,000 options outstanding under its incentive stock option plan and 100,000 agent’s options granted pursuant to its initial public offering. Prior to the completion of the Subscription Receipt Offering (as defined below), Pluribus authorized for issue an unlimited number of (i) Class A Common Shares (the “Class A Shares“), (ii) Class A Common Shares – Series 1 (the “Series 1 Shares“), (iii) Class A Common Shares – Series 2 (the “Series 2 Shares“), Class B Common Shares (the “Class B Shares“, collectively with the Class A Shares, Series 1 Shares and Series 2 Shares, the “Pluribus Common Shares“) and Class A Preferred Shares (the “Pluribus Preferred Shares“). There are currently 1,186,068 Pluribus Common Shares and 335,631 Pluribus Preferred Shares outstanding. Additionally, there are outstanding options and warrants to acquire an aggregate of 357,374 Pluribus Common Shares. Pursuant to the Transaction, the purchase price (the “Purchase Price“) payable by AUIX for all of the outstanding securities of Pluribus shall be the product of (i) the aggregate number of Pluribus Common Shares issued and outstanding at the closing date of the Transaction (the “Closing Date“) (including, without limitation, Pluribus Common Shares issued under any other offering by Pluribus prior to the Closing Date) and upon conversion of any subscription receipts issued under any offering of subscription receipts by Pluribus prior to the Closing Date (a “Subscription Receipt Offering“) and (ii) the greater of $40.00 and the issue price per security under any subsequent Subscription Receipt Offering. It is anticipated that all of the Pluribus Preferred Shares will be redeemed by Pluribus prior to the closing of the Transaction. Prior to the Closing Date, AUIX shall undertake a consolidation (the “Consolidation“) of the ACC Shares on a 11.7647 for 1 basis (the “Consolidation Ratio“). AUIX shall satisfy the Purchase Price by the issuance of a number of AUIX Shares, at a deemed issuance price of $10.00 per share (post-consolidation) (the “Issue Price“). The Preferred Shares shall either be redeemed by the Target prior to the Closing Date or otherwise treated in connection with the Transaction as the parties may determine, each acting reasonably. Upon completion of the Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: Pluribus security holders – 96.47%; and existing AUIX shareholders – 3.53%, subject to change as a result of closing of the Subscription Receipt Offering and other issuances of securities of Pluribus prior to closing of the Transaction. The parties to the Transaction are at arm’s length and it is therefore anticipated that the approval of the shareholders of AUIX in respect of the Transaction will not be required. AUIX does plan to hold a meeting of shareholders whereat, among other things, the shareholders of AUIX will be asked to approve, among other things: (i) the change of name of AUIX to a name provided by Pluribus (the “Name Change“); (ii) the appointment of a new slate of seven directors designated by Pluribus, conditional upon completion of the Transaction; and (iii) pass a resolution approving the Consolidation. It is anticipated that the Transaction and the definitive agreement in respect of the Transaction (the “Definitive Agreement“) will be put before the shareholders of Pluribus for their approval. Conditions to Closing
The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the negotiation of the Definitive Agreement; (ii) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (iii) the absence of any material change or a change in a material fact or a new material fact affecting AUIX or Pluribus; (iv) the satisfactory completion of due diligence by both Pluribus and AUIX; (v) the completion of the Consolidation and the Name Change; (vi) if applicable, AUIX having received appropriate approvals from its shareholders; and (vii) Pluribus having received appropriate approvals from its shareholders. There can be no assurance that the Transaction will be completed on the terms proposed above or at all. Subscription Receipt Offering
In connection with the Transaction, it is anticipated that Pluribus will complete the Subscription Receipt Offering, the terms of which have not yet been established. It is anticipated that any subscription receipts issued pursuant to the Subscription Receipt Offering would be convertible into Class A Common Shares. Subject to applicable laws and TSXV Policies, it is anticipated that all Resulting Issuer shares issued in exchange for the Pluribus Common Shares (including the Pluribus Common Shares issued upon conversion of the subscription receipts issued in Subscription Receipt Offering) on the Closing Date will be freely tradable common shares of the Resulting Issuer upon completion of the Transaction. The Resulting Issuer
Upon completion of the Transaction, the Resulting Issuer is expected to change its name to “Pluribus Technologies Inc.” or such other name as determined by Pluribus. The Resulting Issuer will be a technology issuer under the policies of the TSXV. Concurrently with the completion of the Transaction, it is expected that all directors and officers of AUIX will resign, and be replaced by nominees put forth by Pluribus. The directors of the Resulting Issuer are anticipated to be Richard Adair, Elmer Kim, David Coombs, Jim Dunbar, Warner Sulz, Carolyn Currie and an additional director to be selected by Pluribus. Once identified, information with respect to the proposed additional director will be included in a subsequent news release These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The officers of the Resulting Issuer are anticipated to be Richard Adair as Chief Executive Officer, Simon Giannakis as Chief Financial Officer, Timothy Lindsay as Chief Revenue Officer and Secretary, Diane Pedreira as Chief Operating Officer and Jacqueline Yuen as Vice President of Finance & Treasurer. Additional biographic information about the proposed directors and officers of the Resulting Issuer is provided below. Richard Adair, Director and Chief Executive Officer
Mr. Adair is a co-founder and the Chief Executive Officer of Pluribus. Prior to Pluribus, Mr. Adair held senior executive roles in over 25 technology companies in a range of verticals over the past 30 years. He has a unique combination of restructuring, M&A and strategic sales experience in successfully growing technology companies. From 2005 to 2015, Mr. Adair held various senior management roles in Symbility Solutions Inc., a software company formerly listed on the TSX Venture exchange prior to being acquired by CoreLogic, Inc. These roles included CFO and President/COO of the parent company, as well as Executive Vice President International of its insuretech division and CEO of its healthcare division. Mr. Adair has an Honours Business Administration degree from the University of Western Ontario and is a member of the Canadian Institute of Chartered Business Valuators. Elmer Kim, Chairman and Director
Mr. Kim is the Chief Investment Officer and Head of the Hyatt Bangia Family Office, a private family office established to manage the assets of the Hyatt and Bangia families. He is also a regular weekly panelist on CBC NewsNetwork’s nationally broadcasted Saturday Business Panel, since 2010. Previously, Mr. Kim was Vice President of Growth Equity at BDC Capital and was National Group head for investing in $1 million to $20 million per company sector, and a member of the Investment Committee for the Group. Prior to BDC, he was Managing Director at Roynat Equity Partners, a wholly owned subsidiary of the Bank of Nova Scotia/Scotiabank. Prior to this, Mr. Kim was co-founder and Managing Director of Whitecastle Private Equity Partners a Toronto-based middle market private equity fund. During his career, Mr. Kim has been an investor across a wide variety of sectors including media, industrial distribution, media and software, industrial services, software logistics, advertising, pharmacy retail, insurance services, software/hardware, factory automation, etc. Mr. Kim has a Bachelor of Commerce degree from the University of Toronto. He received his CPA, CA designations in 1988. Simon Giannakis, Chief Financial Officer
Mr. Giannakis is the Chief Financial Officer of Pluribus. Prior to Pluribus, Mr. Giannakis spent 8 years with Enghouse Systems, a Canadian based publicly traded company that provides enterprise software solutions focusing on remote work, visual computing and communications for next generation software defined networks. Mr. Giannakis was a senior member of the corporate development group and directly closed 22 acquisitions across 3 continents contributing to Enghouse’s revenue growth from $136 million to $504 million during the period of 2013 to 2020. Prior to that, Mr. Giannakis was a financial auditor with Deloitte & Touche. Mr. Giannakis received his Chartered Accountant and Chartered Financial Analyst designations in 2009 and 2011 respectively, as well as a Bachelor of Business Administration degree from Wilfrid Laurier University. Timothy Lindsay, Chief Revenue Officer & Secretary
Mr. Lindsay is a co-founder and the Chief Revenue Officer and Secretary of Pluribus. Mr. Lindsay is a sales management professional with more than 25 years experience in the technology sector. Prior to Pluribus, Mr. Lindsay held various senior sales executive roles including IBM, SAS Institute and several mid sized SaaS companies. Mr. Lindsay has a Business Administration degree from North Carolina State University. Diane Pedreira, Chief Operating Officer
Ms. Pedreira is a co-founder and the Chief Operating Officer of Pluribus. Ms. Pedreira is an operational professional with 15 years of experience in M&A and technology companies in Canada and the United States. Focusing on the overall operational management of the Pluribus portfolio, Ms. Pedreira leads the integration of newly acquired companies, while identifying and bring synergies to reality. Prior to Pluribus, Ms. Pedreira held various key operational roles including FutureVault, Symbility Solutions Inc. and Authentic Brands Group, LLC that which she helped start, and now has grown into a $500 million revenue business in the process of launching an IPO. Jacqueline Yuen, Vice President Finance & Treasurer
Ms. Yuen is the VP of Finance & Treasurer at Pluribus. She is responsible for overseeing the financial reporting, accounting, payroll, tax, treasury, integration, as well as planning and implementing all financial systems. Prior to Pluribus, Ms. Yuen was the Director of Finance & Controller of Symbility Solutions Inc., a global software company focused on modernizing the insurance industry and was formerly listed on the TSX Venture exchange prior to being acquired by CoreLogic, Inc. Ms. Yuen had played a key role in growing the finance team and business and had successfully completed two integration projects concurrently at Symbility (acquisition by CoreLogic) and TELUS (divesture by Symbility) during a 13-year career at Symbility. Ms. Yuen holds a CPA, CMA designation. David Coombs, Director
Mr. Coombs is a Principle at Starland Development Corp and has been a residential property, Golf Course developer for over 25 years. Mr. Coombs is also the former Chairman & CEO of Assured Software that was acquired by Pluribus in April 2019. Jim Dunbar, Director
Mr. Dunbar has 25 years of progressive business leadership and expertise in transformational growth, spearheading companies through start-up, expansion, acquisition and sale across various sectors including banking, real estate, technology, portfolio management and consumer finance. Most recently, Mr. Dunbar was the CEO of Crown Crest Capital and President of The Simply Group (2016 – 2019). Prior to Crown Crest, he was Co-Founder and CEO of Affirm Financial Services and Managing Partner at Canaccede Financial Group Ltd (2009 – 2015). Mr. Dunbar held leadership positions at Brookfield Asset Management (2001-2009) including President and CEO of HomeServe Technologies Inc., COO Home-Link Canada, CMO Marketing Royal LePage Canada Ltd., VP Financial Services, Brascan Financial Corp (now Brookfield RPS). Prior to Brookfield, Jim was AVP Consumer Credit Scotiabank and Director, Credit Risk Management and Product Management at Avco Financial Services (aka. Citi Financial). Mr. Dunbar holds a bachelor’s degree in Economics from Western University, Honours Business Administration degree from the University of Windsor and an MBA from Niagara University Graduate School. Warner Sulz, Director
In addition to his role as a director of Pluribus, Warner is currently an advisor to and investor in privately-held companies in the construction technology and refined oil distribution industries. Prior to these endeavours, Warner had a 25-year career in asset management, most recently as Vice President and Portfolio Manager at RBC Global Asset Management. He was responsible for managing over $3 billion across a number of diversified Canadian and North American equity mutual funds. Funds included RBC North American Growth Fund, PH&N Canadian Dividend Income Fund, and the PH&N Canadian Growth Fund. Before that role, Warner served as Co-Manager of the RBC Canadian Equity and RBC Balanced Growth Funds, as well as a member of the firm’s Investment Policy Committee. Prior to assuming these equity portfolio management roles, he was responsible for the firm’s Equity and Derivatives trading desks. Prior to his tenure at RBC Global Asset Management, Warner worked for a number of years in capital markets at Dominion Securities. He graduated from York University in Toronto with a Bachelors of Business Administration. Carolyn Currie, Director
Ms. Currie is Managing Director for Waterstone’s executive search practice. Prior to this leadership role, she held the position of Waterstone’s Director of research. Earlier in her career, Ms. Currie led the Canadian operations of global recruitment firms and has been a partner in executive search and advised her clients in helping them achieve their broader human capital goals. Ms. Currie was previously Country Leader and Partner for the Canadian division of the global human capital firm, Korn Ferry International where she was responsible for the strategic direction, development, and growth of the business. Ms. Currie holds an Honours Bachelor of Arts Degree from Western University. Arm’s Length Transaction
The proposed Transaction is an arm’s length transaction in accordance with the policies of the TSXV and is not subject to AUIX shareholder approval. Sponsorship
Sponsorship of a qualifying transaction is required by the TSXV unless exempt or waived in accordance with TSXV policies. AUIX intends to apply for a waiver from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that a waiver will be provided. About AUIX
AUIX is a CPC governed by the policies of the TSXV. AUIX’s principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction. Investors are cautioned that trading in the securities of a CPC should be considered highly speculative. Additional Information
Further updates, including financial information and further particulars of the Resulting Issuer, and the Subscription Receipt Offering, will be provided as the Transaction advances in accordance with the policies of the TSXV. All information contained in this press release with respect to AUIX and Pluribus was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party. For more information, please contact:
From Pluribus Technologies Inc.