HDX completes acquisition of Posera Inc.
TORONTO--Hosted Data Transaction Solutions Inc. ("HDX" or the "Corporation"), is pleased to announce the completion of its acquisition of all the issued and outstanding shares of Posera Inc. ("Posera").
"We are very pleased to have completed the transaction with Posera." said Paul Howell, CEO of HDX. "The Posera team and product offerings are market leaders and the combined company will be a significant entity in the restaurant technology industry in Canada, the United States, and around the world."
The new company will be known as Posera-HDX and will be comprised of 135 team members based in Toronto, Montreal, Seattle, Glasgow (UK), Paris (France), Brantford, Mississauga, and London (Ontario).
Mr. Michel Cote has been named President of Posera-HDX effective immediately. Mr. Cote is a veteran of the restaurant software industry, was the Chief Operating Officer of Posera, and co-founded Posera in 1999. "I am extremely pleased about this transaction with HDX. It will allow the new entity to be able to offer more products and services to its existing and future customers. I look forward to working closely with the new management team and building a stronger company focused on the hospitality industry" said Michel Cote.
"Michel brings a wealth of industry knowledge, excellent leadership qualities, dedication, and integrity to the position of President and I look forward to working with Michel and the rest of the Posera team." said Howell.
Mr. Jim Gillis, former president of Posera, will play an integral role in the new company and has been named Director of the Reseller Channel for the Americas. Howell said "Over many years Jim has developed strong relationships with high quality resellers throughout the Americas and we are very happy to have him on board to ensure we offer consistency and maintain our focus on the reseller channel".
The total purchase price paid was $10.6 million which included the assumption of outstanding Posera debt at closing.
In addition to a cash payment of approximately $3.5 million at closing and the assumption of outstanding Posera debt, the purchase price was paid by (i) the issuance of convertible debentures in the principal amount of U.S.$1.96 million, which are convertible into common shares of the Corporation ("Common Shares") for a period of two years at CDN.$0.645 per share (the "Convertible Debentures"); and (ii) the issuance of 2,319,494 Common Shares. Upon determination of any working capital adjustment to the purchase price (which is to be determined within 60 days of Closing) the Corporation expects to issue approximately 2,590,000 additional Common Shares. The transaction also includes the issuance of options to acquire approximately 2.0 million Common Shares (the "Rollover Options") in exchange for currently outstanding options to acquire shares of Posera Inc. The Rollover Options have an exercise price of $0.125 per Common Share (such price adjusts depending on the final purchase price in the Posera Acquisition). The Rollover Options expire in August 2011.