27 March 2013
TMT INVESTMENTS PLC
("TMT" or the "Company")
Acquisition of Socialize, Inc. by ShareThis, Inc.
TMT Investments PLC, which invests in high-growth internet-based companies, is pleased to announce that its portfolio company Socialize, Inc. ("Socialize") was yesterday acquired by ShareThis, Inc. ("ShareThis").
TMT's total maximum consideration for the transaction is US$713,991, consisting of the following elements:
· US$40,319 payable to TMT in cash at closing;
· Up to additional US$103,642 in cash payable to TMT after the expiration of an eighteen months' holdback period, subject to potential deductions to indemnify ShareThis for breaches of certain representations and warranties by Socialize; and
· US$570,030 in the form of an unsecured convertible promissory note in ShareThis, which is subordinated to certain other debt of ShareThis (the "Note").
The Note has been issued to TMT on the following terms:
· Interest rate - 1.09% per annum.
· Term - the Note will be repayable in whole or in part at par at TMT's option on any date after 26 March 2018 (the "Maturity Date").
· Conversion -
o At any time prior to the Maturity Date, TMT at its sole discretion may convert all or a portion of the outstanding principal and unpaid accrued interest on the Note into shares of ShareThis common stock at the fixed conversion price.
o In the event of an acquisition of ShareThis, TMT at its sole discretion may convert all or a portion of the outstanding principal and unpaid accrued interest on the Note into shares of ShareThis common stock at the fixed conversion price, contingent upon the completion of the acquisition. If TMT elects not to convert the Note in connection with a ShareThis acquisition, the conversion right will terminate upon the closing of the ShareThis acquisition, and TMT will be entitled to receive the entire outstanding principal and unpaid accrued interest under the Note in cash.
TMT's original investment in Socialize was made on 19 December 2011 and consisted of a US$500,000 unsecured convertible promissory note in Socialize.
Alexander Selegenev, Executive Director of TMT Investments PLC, commented: "There is significant industrial logic behind the merger of ShareThis and Socialize. While the maximum transaction consideration represents an increase of 43% from the latest book value of our original investment in Socialize, we believe our continuing exposure to ShareThis presents TMT with an exciting investment opportunity in the fast-growing online sharing and social ad targeting space."
ShareThis powers the social web, touching the lives of 95% of U.S. Internet users across more than 2 million publisher sites and 120+ social media channels. It makes content more engaging for publishers and marketing more effective for brands by tapping into the purest expression of interest-based social activity. ShareThis is the company for those wanting to make the world more connected, trusted and valuable through sharing. Based in Palo Alto, CA, the company is privately held with funding from Blue Chip Venture Company, Draper Fisher Jurvetson, Illinois Ventures, Matthew Pritzker Company, Mercury Fund, RPM Ventures, T-Venture and corporate funds represented by West Capital Advisors.
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About TMT Investments
TMT Investments PLC invests in high-growth, internet-based companies across a variety of sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has raised USD28m and invested in 24 companies to date. The company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com
