TechMedia Advertising, Inc. has signed a Share Exchange Agreement to acquire 100% of IBASE Technology Private Limited
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Singapore – January 20, 2017 – TechMedia Advertising, Inc. (“TechMedia” or the “Company”) is pleased to announce that it has signed a binding and definitive share exchange agreement (the “Share Exchange Agreement”) with IBASE Technology Private Limited (“IBASE”), a company organized under the laws of Singapore, and all of the shareholders of IBASE, whereby TechMedia agreed to acquire 100% of the issued and outstanding shares in the capital of IBASE in exchange for the issuance of an aggregate of 18,998,211 post-reverse stock split shares of common stock of TechMedia to the shareholders of IBASE on a pro rata basis in accordance with each IBASE shareholders’ percentage of ownership in IBASE. TechMedia’s reverse stock split shall be on a basis of one (1) new share for each five (5) old shares, which is to be completed prior to the closing of the Share Exchange Agreement.
IBASE is in the business of being a solution provider of cloud-enabled real estate and facility management, financial management, security and enterprise turn-key systems/solutions for e-government, business-to-business and business-to-consumer.
Pending satisfaction of the closing conditions, IBASE will become a wholly owned subsidiary of TechMedia and the shareholders of IBASE will become shareholders of TechMedia. This transaction is commonly referred to as a Reverse Take-Over (“RTO”) and effectively upon closing, IBASE shareholders will hold more than 50% of the post-closing outstanding shares of TechMedia, not including the shares to be issued by TechMedia pursuant to any financing for working capital purposes prior to the closing of the Share Exchange Agreement. The shares of TechMedia received by the IBASE shareholders will be “restricted securities” as defined under Rule 144(a)(3) and will be subject to a 12-month hold period from the date that TechMedia files “Form 10 information” with the SEC and TechMedia is compliant with its reporting obligations with the SEC. The purposes of the TechMedia reverse stock split are to assist with increasing the intended initial trading price of the stock, increasing the liquidity of TechMedia’s stock and reducing the representative percentage of brokerage commissions on the purchase or sale of TechMedia’s stock, as brokerage commissions tend to represent a higher percentage of the purchase or sale price on stock with a low per share price.
Among other closing conditions, the Share Exchange Agreement is subject to the following material conditions precedent:
Assuming all of the closing conditions under the Share Exchange Agreement are satisfied, TechMedia anticipates completing the RTO within the next 3 months.
Contact TechMedia Advertising, Inc. at:
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Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.
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