공지 • Feb 04
iLOOKABOUT Corp. (TSXV:ILA) completed the acquisition of Voxtur Technologies / Bright Line Title, LLC / Certain Assets of James E. Albertelli, P.A.
iLOOKABOUT Corp. (TSXV:ILA) entered into a letter of intent to acquire Voxtur Technologies / Bright Line Title, LLC / Certain Assets of James E. Albertelli, P.A. for $68.8 million on October 29, 2020. The consideration will be paid in the form of 161.698 million issue of common shares and cash of $18.43 million. As of November 27, 2020, the consideration will be paid in the form of 162.683 million common shares and $18.4 million in cash to James Albertelli and Jonathan Sawyer. As of January 15, 2020, Pursuant to the terms of the Acquisition, ILA will issue to James Albertelli (Albertelli) and Jonathan Sawyer , individually as the sole equity owners of Brightline Title, and to JEAPA and Svero Holdings, LLC both of which are wholly owned by Albertelli and Sawyer, as sole equity owners of Voxtur Technologies, an aggregate of 108,455,631 common shares of ILA and 54,227,816 Non-Voting Shares of ILA as consideration for the transfer to iLOOKABOUT of 100% of the membership interests of Brightline Title by Albertelli and Sawyer and 100% of the issued and outstanding stock of Voxtur Technologies by the JEA Affiliated Entities and make a cash payment upon closing to JEA in the amount of approximately $13.5 million for the transfer of the JEA Assets. The cash consideration will be satisfied through a new acquisition credit facility of approximately $18.5 million from a Schedule 1 Canadian bank to be implemented by iLOOKABOUT prior to completion of the acquisition. Following the completion of the proposed transaction, James Albertelli and Jonathan Sawyer will indirectly hold a total of 49.8% of the issued and outstanding common shares of LOOKABOUT and James E. Albertelli will appoint three directors to the board of directors of iLOOKABOUT. Each of the JEA Affiliated Entities is owned by Albertelli and Sawyer in a proportion of 70/30, respectively, which is equal to the initially contemplated share consideration distribution among Albertelli and Sawyer previously disclosed by iLOOKABOUT. Upon closing of the Proposed Transaction, Albertelli will be named CEO of U.S. operations, a wholly-owned subsidiary of iLOOKABOUT, and President of iLOOKABOUT; certain key executives of James E. Albertelli will be offered employment with iLOOKABOUT U.S. for the roles of Chief Financial Officer and Chief Legal Officer. Subsequent to the completion of the Proposed Transaction, ILA expects to change its name to Voxtur Technologies, Inc. As of January 15, 2020. Subsequent to completion of the acquisition, to change its name to Voxtur Analytics Corp.
The Proposed Transaction is subject to execution of definitive agreements on or before November 30, 2020, receipt of all necessary shareholder, board, regulatory and third-party approvals, receipt by iLOOKABOUT of a firm commitment from a qualified lender with respect to provision of a loan to iLOOKABOUT to fund the Cash Consideration, receipt by iLOOKABOUT of a firm commitment for the Credit Facility to fund the Cash Consideration and the satisfactory completion of due diligence by iLOOKABOUT. Shareholders will be asked to consider and approve certain matters relating to the Acquisition at the special meeting of shareholders of ILA scheduled to be held on January 22, 2021. Closing of the Proposed Transaction is anticipated to be completed on or before December 31, 2020. The transaction is expected to close on or before January 29, 2021. Duff & Phelps Canada Limited acted as due diligence provider to iLOOKABOUT.
iLOOKABOUT Corp. (TSXV:ILA) completed the acquisition of Voxtur Technologies / Bright Line Title, LLC / Certain Assets of James E. Albertelli, P.A. on February 3, 2021. After received all requisite approvals and has changed its name from "iLOOKABOUT Corp." to "Voxtur Analytics Corp.". iLOOKABOUT Corp. is expected to begin trading under "Voxtur Analytics Corp." on the TSX Venture Exchange at the opening of markets on February 5, 2021 under the new ticker symbol "VXTR".