Acquisition or Disposition of Assets.
On July 11, 2011, Local.com Corporation (the “Registrant”) issued a press release announcing it had acquired Screamin Media Group, Inc., a Delaware corporation (“SMG”). The acquisition became effective on July 9, 2011, following the execution by the Registrant on July 8, 2011 of an Agreement and Plan of Merger (the “Agreement”) by and among the Registrant, Screamin Media Group, Inc., a Delaware corporation (“SMG”), Agile Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Registrant (“Subcorp”), and Dan Griffith, as Stockholders’ Agent (the “Stockholders’ Agent”) pursuant to which Subcorp was merged with and into SMG and SMG became a wholly-owned subsidiary of the Registrant (the “Merger”). As consideration for the Merger, the Registrant paid upfront consideration of $5,000,000 in cash, up to 727,378 shares of Local.com common stock, $0.00001 par value (the “Shares”), and $5,000,000 in secured promissory notes (the “Notes”), subject to adjustment as described below (collectively, the “Merger Consideration”). The cash portion of the Merger Consideration payable to the SMG Stockholders will be reduced by $862,500 to repay certain debt obligations of SMG immediately following the closing. The Shares actually issued will be reduced to whole share amounts and any fractional shares converted to cash at approximately $3.437 per share, which is the twenty (20) day trailing average close price of the Shares prior to July 7, 2011. The aggregate amount of Notes issued will be reduced by up to $2,378,000, including $500,000 to repay a promissory note held by the Registrant and up to $1,878,000 to establish an escrow fund for indemnification claims asserted by the Registrant against SMG consistent with the terms of the Agreement (the “Escrow Fund”). The cash portion of the Merger Consideration was funded from the Registrant’s cash on hand. Allocation of the purchase price will be determined based on fair market valuation of the net assets acquired.
Subject to meeting certain additional financial performance milestones throughout the two (2) year period beginning July 1, 2011, as more particularly described in the Agreement, the SMG Stockholders will be eligible to receive an aggregate of up to an additional $20,000,000 (the “Earn-out”). The Earn-Out may be paid in a combination of cash and Local.com common stock, provided that any such payments are comprised of at least twenty five percent (25%) cash and the Registrant will not issue twenty percent (20%) or more of its common stock outstanding immediately prior to the closing date of the Merger in connection with this transaction. The Registrant intends to file a registration statement on Form S-3 within twenty (20) days of the date of the Agreement in order to cover the resale of the Shares issued in connection with the Merger, including any subsequently issued shares of Local.com common stock that may be issued in connection with the Earn-out.
The Agreement contains representations and warranties of the parties that are customary for a transaction of this type, which generally survive for a period after the closing date. The representations and warranties made with respect to SMG are qualified by information contained in confidential disclosure schedules provided to the Registrant in connection with the execution of the Agreement. Although certain of the information contained in the disclosure schedules may be non-public, the Registrant does not believe that this information is required to be publicly disclosed under the Federal securities laws. Moreover, certain of these representations and warranties may not be accurate or complete as of a specific date because they are subject to a contractual standard of materiality that may be different from the standard generally applied under the Federal securities laws or were used for the purpose of allocating risk between the Registrant and the SMG Stockholders, rather than establishing matters as facts. Accordingly, you should not rely on these representations and warranties as statements of fact. Additionally, Earn-Out milestones set forth in the Agreement are not projections and should not be relied upon in any way. Such Earn-Out milestones constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The SMG Stockholders agreed to defend, indemnify and hold harmless the Registrant from and against losses arising out of or resulting from (i) any breach of any representation or warranty made by SMG and the SMG |
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