Oct 30 2012
360 VOX Corporation - 360 VOX Corporation is pleased to announce that it has entered into an agreement to acquire a group of real estate businesses in Canada known as Sotheby's International Realty Canada, Sotheby's International Realty Quebec, and Blueprint Global Marketing.
This group of real estate businesses in Canada is involved in listing, marketing and selling real estate, including, but not limited to, sales and marketing of condominiums, attached and detached homes, condominium developments and resort properties, both in the residential resale market and stand-alone projects. Blueprint Global Marketing also markets real estate internationally, working with the Sotheby's International Realty® network to assist in the listing and selling of international developments. Sotheby's International Realty® is a registered trademark of Sotheby's International Realty Affiliates LLC, which is not part of this transaction.
Pursuant to the terms of a definitive Share Purchase Agreement, 360 VOX will acquire, directly and indirectly, all of the shares of Mt. Ventoux Holdings Inc., which owns Max Wright Real Estate Corporation and 75.5% of Gestram Real Estate Services Inc., which do business as Sotheby's International Realty Canada and Sotheby's International Realty Quebec, respectively, under direct franchise agreements with Realogy Group LLC, a relationship that 360 VOX will maintain. Mt. Ventoux Holdings also owns Blueprint Global Marketing Ltd., Blueprint Real Estate Project Marketing India Private Limited and Blueprint Global Marketing Inc. and it's 50% interest in 360 Blu Inc.
Pursuant to the terms of the Share Purchase Agreement, the sellers will receive as consideration up to $3,650,000 in cash and 54.25 million common shares of 360 VOX (or approximately 27% of the issued and outstanding common shares of 360 VOX prior to giving effect to the transaction). A portion of the consideration is subject to an earn out and the common shares issued at closing are subject to lock-up agreements for up to 12 months. A portion of the cash consideration at closing will be placed in escrow for working capital and indemnification purposes.
The transaction is subject to closing conditions, including approval by the TSX Venture Exchange, satisfaction of regulatory requirements and other closing conditions, and is expected to close in early November 2012.
In connection with the closing of the transaction, 360 VOX will enter into employment and non-competition agreements with Ross McCredie and other senior management of the businesses being acquired, and non-competition agreements with certain of the other sellers and their principals.
Ross McCredie is the founder and President and Chief Executive Officer for the group of businesses, responsible for the overall strategic direction, sales management and coordination of the Sotheby's International Realty Canada, Sotheby's International Realty Quebec and Blueprint Global Marketing client service platforms. Pursuant to the terms of Ross McCredie's employment agreement, Ross will become Chief Operating Officer of 360 VOX and is to be appointed to the board of directors of the Company at the first scheduled board meeting following closing of the transaction.
At closing, 360 VOX will enter into guarantees in favour of Realogy Group LLC in respect of obligations of Mt. Ventoux Holdings Inc. and Gestram Real Estate Services Inc. under the existing franchise agreements. In addition, pursuant to the terms of the franchise agreements, following closing the acquisition of more than forty-nine percent of the common shares of 360 VOX will require the consent of Realogy Group LLC.
The full text of the Share Purchase Agreement will be available on SEDAR at www.sedar.com and may be obtained upon request to 360 VOX.
On Behalf of the Board of Directors
Robin Conners, President and CEO