NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Singapore – January 20, 2017 – TechMedia Advertising, Inc. (“TechMedia” or the “Company”) is pleased to announce that it has signed a binding and definitive share exchange agreement (the “Share Exchange Agreement”) with IBASE Technology Private Limited (“IBASE”), a company organized under the laws of Singapore, and all of the shareholders of IBASE, whereby TechMedia agreed to acquire 100% of the issued and outstanding shares in the capital of IBASE in exchange for the issuance of an aggregate of 18,998,211 post-reverse stock split shares of common stock of TechMedia to the shareholders of IBASE on a pro rata basis in accordance with each IBASE shareholders’ percentage of ownership in IBASE. TechMedia’s reverse stock split shall be on a basis of one (1) new share for each five (5) old shares, which is to be completed prior to the closing of the Share Exchange Agreement.
IBASE is in the business of being a solution provider of cloud-enabled real estate and facility management, financial management, security and enterprise turn-key systems/solutions for e-government, business-to-business and business-to-consumer.
Pending satisfaction of the closing conditions, IBASE will become a wholly owned subsidiary of TechMedia and the shareholders of IBASE will become shareholders of TechMedia. This transaction is commonly referred to as a Reverse Take-Over (“RTO”) and effectively upon closing, IBASE shareholders will hold more than 50% of the post-closing outstanding shares of TechMedia, not including the shares to be issued by TechMedia pursuant to any financing for working capital purposes prior to the closing of the Share Exchange Agreement. The shares of TechMedia received by the IBASE shareholders will be “restricted securities” as defined under Rule 144(a)(3) and will be subject to a 12-month hold period from the date that TechMedia files “Form 10 information” with the SEC and TechMedia is compliant with its reporting obligations with the SEC. The purposes of the TechMedia reverse stock split are to assist with increasing the intended initial trading price of the stock, increasing the liquidity of TechMedia’s stock and reducing the representative percentage of brokerage commissions on the purchase or sale of TechMedia’s stock, as brokerage commissions tend to represent a higher percentage of the purchase or sale price on stock with a low per share price.
Among other closing conditions, the Share Exchange Agreement is subject to the following material conditions precedent:
- TechMedia shall have completed a reverse stock split of its authorized and issued and outstanding shares of common stock on a basis of one (1) new share for each five (5) old shares; and
- TechMedia shall have filed a Form 10 registration statement with the SEC to have its shares of common stock registered pursuant to Section 12(g) of the Exchange Act and TechMedia shall be subject to reporting requirements pursuant to Section 13(a) of the United States Securities Exchange Act of 1934, as amended.
Assuming all of the closing conditions under the Share Exchange Agreement are satisfied, TechMedia anticipates completing the RTO within the next 3 months.
Safe Harbor Statement
Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of activities, variations in the underlying assumptions associated with the estimation of activities, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.
Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.