2023-04-19 07:41:37 ET
- PopReach ( OTCQX:POPRF ) has acquired 100% of the issued and outstanding stock of California-based Schiefer Media for a total purchase price of up to ~$14.9M, with the total consideration consisting of a combination of cash, debt and stock and inclusive of potential earn out payments earned and payable over two years upon the achievement of certain financial performance objectives.
- The award winning brand transformation company adds depth, new capabilities and financial scale to PopReach's ( OTCQX:POPRF ) Brand Solutions offerings.
- The total consideration, being comprised of $2.0 million in cash, the issuance of 4,400 Class B non-voting shares of Acquisition Subsidiary, the issuance of a vendor take back note in the amount of $5.5M, the issuance of a convertible debenture in the aggregate principal amount of $0.75M, and earn out payments of up to $1.5M payable in each of the first two years following closing of the deal based upon the achievement of certain financial performance objectives by SCS.
- Each of the stockholders have, pursuant to the offer, agreed to customary standstill provisions for a period of at least two years following closing. Furthermore, any PopReach shares issued pursuant to the Debenture, over a three year period, with 1/3rd of such locked-up shares being released from restrictions every 12 months commencing on the one year anniversary of closing.
- SCS will continue to be led by its Chief Executive Officer, James Schiefer, who will be an insider of PopReach by virtue of being an officer of SCS.
- The deal has been conditionally approved by the exchange, subject to customary conditions, and remains subject to final acceptance by the Exchange.
For further details see:
PopReach acquires California-based Schiefer ChopShop (SCS) for ~$14.9M