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TORONTO, April 4, 2022 -- Sabio Holdings Inc. (TSXV: SBIO) (the "Company" or "Sabio") is pleased to announce that further to its news release dated February 22, 2022, the Company has, through its newly formed wholly-owned subsidiary, Vidillion Corp. (formerly, Sabio Acquisition Inc.), completed the acquisition of substantially all of the assets of Vidillion Inc. ("Vidillion"), a U.S. based Streaming TV supply side platform (SSP) and technology provider for content creators (the "Acquisition"). The Acquisition was completed pursuant to the previously announced asset purchase agreement dated February 18, 2022 entered into between Sabio, Vidillion Corp. and Vidillion.
The aggregate consideration paid on the Closing Date (defined below) with respect to the Acquisition was US$3 million, composed of common shares of the Company ("Common Shares") valued at approximately US$1.75 million (the "Share Consideration") and US$1.25 million paid in cash (the "Cash Consideration"), subject to customary post-closing working capital, indemnity and tax adjustments. Based on a five-day volume weighted share price of the Common Shares on the TSX Venture Exchange (the "Exchange") immediately prior to April 1, 2022 (the "Closing Date") of CAD$1.30, an aggregate of 1,685,079 Common Shares were issued to Vidillion as Share Consideration. The Common Shares comprising the Share Consideration are subject to a lock-up period of six months expiring October 1, 2022, which may be extended in the event of post-closing indemnity claims, in addition to the hold periods or restrictions under applicable securities laws or the policies of the Exchange. The Acquisition was an Arm's Length Transaction, as such term is defined in the policies of the Exchange, and no finder's fees were paid in connection with the Acquisition.
The Acquisition was funded through a US$1.25 million draw on the Company's existing line of credit at an interest rate of the greater of: (i) the Wall Street Journal prime rate plus 1.00%; and (ii) 4.25%. A copy of the asset purchase agreement with respect to the Acquisition can be found under the Company's profile on www.sedar.com.
Vidillion developed direct relationships with publishers and access to exclusive inventory across a diverse set of content verticals. Thus, the Acquisition is expected to expand Sabio's access to premium Streaming TV inventory and to boost gross margins. Having direct relationships with publishers is also anticipated to provide unique advertising opportunities within the expanding Streaming TV market.
Vidillion's technology stack included tools for ad break optimization, server-side ad insertion (SSAI), content recognition and dynamic ad insertion (DAI) with demand side partner integrations. These tools enable publishers to quickly and easily find new ways to monetize their Streaming TV inventory by allowing advertisers to precisely target viewers based on content, context, usage and geography.
Sabio's analytics platform, AppScience™, which is powered by its proprietary household graph of 300 million opt-in mobile devices and 55 million validated Streaming TV households, stands to further strengthen its capabilities with the integration of unique data sets from the Acquisition. AppScience's mobile-first approach to Streaming TV is anticipated to enable customers to improve Streaming TV advertising performance and inventory scale between platforms with full-funnel, people-based marketing capabilities.
About Sabio Holdings
Sabio Holdings Inc. (TSXV: SBIO) is a leading provider of Streaming TV analytics, distribution, and monetization solutions validated by performance. The Sabio portfolio is comprised of the trusted and transparent demand side platform, Sabio, and the real time measurement and attribution platform, AppScience™, and ad monetization service Vidillion. Together, the companies provide brands and agencies with end-to-end advertising suites, powered by its proprietary household graph of more than 300 million mobile devices and 55 million validated Streaming TV households. For more information, visit: sabioholding.com
About Vidillion, Inc.
Vidillion was a leading Streaming TV distribution and ad monetization service, streaming more than 1,200 TV channels and 10,000 movies and video clips to approximately 120 countries via the internet to Amazon FireTV, AppleTV, Roku and smart TVs. Vidillion aggregated Streaming TV publishers, distributed their content and monetized their content with advertising. For more information, visit: vidillion.com.
Disclaimer
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation that are not based on historical fact, including but not limited to, the anticipated impact of the Acquisition on the business of the Company. Forward-looking information includes, without limitation, statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, its securities or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events that may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including but not limited to, failure to realize the anticipated benefits of the Acquisition, failure to achieve beneficial synergies and inability to successfully integrate the business of Vidillion. The Company has assumed that the material factors referred to herein will not cause such forward-looking statements and information to differ materially from actual results or events. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. All forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
AppScience® is a trademark or a registered trademark of Sabio Holdings Inc. in the United States, Canada and other countries.
For further information: Sabio Holdings Inc., Joe Camacho, Chief Global Expansion Officer - investor@sabio.inc Phone: 1.844.974.2662.
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