Lingo Media and Schoold Agree to Merge
By: Robert Diamond Aug. 11, 2017
TORONTO, ON and SAN FRANCISCO, CA - Lingo Media Corporation (
The merger brings together the proven student-focusEd English Language Learning capabilities of Lingo and the "must-have" app-based mobile messaging and coaching services of Schoold. The combination of the two complementary companies creates a global platform for engaging, recruiting and coaching students, as well as helping colleges to ensure international students succeed in English. The operational efficiencies and scale that are expected to result from the merger include the ability to provide best-in-class English language learning resources to students through Schoold's network of over 3,000 universities.
CEO and Chairman Comments
"This is the right combination for students and our college and university clients," said Michael Kraft, President & CEO of Lingo Media. "It brings together proven language, engagement and engineering expertise in a platform that anticipates the needs of tomorrow's undergraduates. This will enable the new combined company to better serve a fast-growing need in higher education for cost-effective ways to find and serve more engaged, better qualified students from all over the world to drive our growth and shareholder value."
"This is about enabling thousands of traditional, brick-and-mortar colleges and universities to focus on what they do best: instruction," said Joe Ross, CEO of Schoold. "College applicants and undergrads today discover, communicate and inform themselves on mobile devices and organize their days around apps and mobile messaging. When it comes to finding and retaining engaged learners especially those for whom English is a second language colleges need help of the kind Lingo and Schoold are best qualified to provide."
"This deal will accelerate the individual commercial success of each company," said Lorne Abony, Schoold Chairman and controlling shareholder. "By combining technology platforms and the ability to engage a broad range of both domestic and international students, the new company will have even more to offer university programs that face increasing competition for applicants."
The Mobile Marketplace for Higher Education
Schoold is the leading mobile app for getting trusted advice on applying to university in the United States. With over one million served and thousands of rave reviews, the Schoold app functions as a higher education marketplace, connecting prospective students with colleges and universities. Recognized by U.S. News & World Report as a "must-have" app for international students, Schoold is democratizing access to higher education and helping students everywhere get smart about investing in their future. Schoold is available worldwide on iPhone, Android, and Kindle devices. Schoold is a Delaware corporation with its head office in San Francisco, California.
The following table sets out selected financial information of Schoold as at and for the periods indicated:
| Statement of Profit and Loss Data(US$) | Year Ended December 31, 2016 (audited) |
Three-Months Ended March 31, 2017 (unaudited, not reviewed) |
|
| Revenue | $19,307 | $30,197 | |
| Expenses | $5,000,438 | $763,940 | |
| Net Loss Before Other Income and Expenses | ($4,981,131) | ($733,742) | |
| Net Loss and Comprehensive Loss | ($4,980,226) | ($941,618) | |
| Balance Sheet Data(US$) | As at December 31, 2016 (audited) |
As at March 31, 2017 (unaudited, not reviewed) |
|
| Assets | $737,662 | $26,463 | |
| Current Liabilities | $205,665 | $298,415 | |
| Liabilities | $4,730,665 | $1,141,616 |
Transaction Highlights
- It is expected that the Transaction will be completed by way of three-corned merger under Delaware General Corporate Law between Schoold and a newly formed, wholly-owned subsidiary of Lingo Media
- All stock, merger of equals transaction: Lingo Media securityholders 50%, Schoold securityholders 50%
- Lingo currently has 35,529,132 common shares ("Lingo Shares") issued and outstanding and an additional 3,199,500 stock options ("Lingo Options") issued and outstanding, which are exercisable into an additional 3,199,500 Lingo Shares, for an aggregate of 38,728,632 Lingo Shares outstanding on a fully-diluted basis
- Lingo Media will issue Lingo Shares and Lingo Options to current Schoold stockholders and Schoold option holders equal to an aggregate of 38,728,632 Lingo Shares on a fully-diluted basis
- Lingo Media will pay, subject to approval of the TSX Venture Exchange ("TSXV"), a finder's fee equal to 1% of the value of the Transaction up to a maximum of $140,000, as consideration for efforts made in introducing the parties and facilitating the Transaction. The finder's fee will be satisfied by way of issuance of Lingo Shares (the "Finder Fee Shares") at a price per Finder's Fee Share equal to the deemed isSue Price of any Lingo Shares being issued as consideration for the Transaction
- In connection with the Transaction, Lingo Media will seek shareholder approval at a meeting of its shareholders (the "Lingo Meeting") for the following: (i) a change of its name to a name mutually agreeable to the parties (the "Name Change"), (ii) an increase of the size of its board of directors from six to seven directors, the re-election of three current members of the board and the election of four new board members who will take office upon completion of the Transaction ("Board Changes"); (iii) a new stock option plan ("New Stock Option Plan"); and (iv) all such other ancillary matters as may be required. The Name Change, Board Changes and New Stock Option Plan being referred to as the Lingo Approval Matters
- The Transaction is subject to, among other things, receipt of the requisite shareholder approval of Schoold, receipt of the requisite approval of the Lingo Media shareholders of the Lingo Approval Matters, completion of the Financing, sufficient lock-up and leak out agreements being entered into by security holders of both Schoold and Lingo Media, approval of the TSXV and other standard closing conditions
- The Transaction is an Arm's Length Transaction as defined in the policies of the TSXV and no relationships exist between or among Schoold and the principals of Lingo or between or among Lingo and the principals of Schoold
Concurrent Financing
- Schoold intends to complete a financing (the "Financing") of subscription receipts (the "Subscription Receipts") and convertible debt for minimum aggregate gross proceeds of $4,700,000, which amount is subject to increase at the mutual agreement of Schoold and Lingo and of which $850,000 has already been raised
- Pursuant to the Financing, Schoold is expected to issue convertible debt and Subscription Receipts ultimately convertible into Lingo Shares at a minimum price of $0.40 per Lingo Share
- Each Subscription Receipt shall be deemed to be exercised immediately prior to the completion of the Transaction, without payment of any additional consideration and without further action on the part of the holder thereof
Resulting Issuer Capitalization (upon completion of the Transaction)
- Based on the current number of issued and outstanding shares, it is anticipated that the Company will have approximately 77,192,924 Lingo Shares issued and outstanding assuming completion of the Financing on the terms set out above (and including the issuance of the Finder Fee Shares), of which current Lingo shareholders will continue to hold 35,529,132 Lingo Shares, 31,738,667 Lingo Shares will be issued to current Schoold shareholders, 350,000 Lingo Shares will be issued as Finder Fee Shares and 9,575,125 Lingo Shares will be issued to participants in the Financing. On a fully-diluted basis, current Lingo stockholders and current Schoold stockholders will each, as a group, hold an aggregate of 38,728,632 Lingo Shares upon completion of the Transaction.
- It is also anticipated that there will be an aggregate of 10,189,465 stock options of the Company outstanding, exercisable into 10,189,465 Lingo Shares
- Assuming the completion of the Financing at the minimum price, it is expected that Lorne Abony, a current shareholder of Schoold, will own approximately 12.7% of the issued and outstanding shares of the Company
Corporate Governance
- It is intended that The Combined company will be headquartered in Toronto but have critical engineering, marketing and R&D capabilities based in San Francisco, CA
- At the Lingo Meeting, three of the current directors will stand for re-election
- In connection with the completion of the Transaction, Schoold will have the right to nominate three new directors to the board of Lingo Media, being Joe Ross, Allison Winston and Richard Moran
- The parties have agreed to jointly nominate one additional independent director
- Following closing, Michael Kraft will resign as CEO and President of the Company and will be appointed Chairman of the Board. The Company will also appoint Joe Ross, as the new Chief Executive Officer, Allison Winston, as the new President, Khurram Qureshi will remain as Chief Financial Officer and Gali Bar-Ziv will remain as Chief Operating Officer of the Company
About Joe Ross
Joe Ross currently serves as CEO of Schoold. Previously, as Chief Strategy Officer at HotChalk, he led business development, regulatory affairs, and international expansion in China. Prior, he served as business manager for Latin America at the consumer products division of Cisco Systems. At Pure Digital Technologies, the start-up that created Flip Video, he managed partnerships with Dell, CafePress, and Facebook. Earlier in his career, Ross served in Asia and the Middle East as an officer in the U.S. Navy, and managed collaborations with foreign military services throughout Latin America. Fluent in Spanish, he earned his BA at Yale and his JD at Stanford, where he was president of the Law Review.
About Allison Winston
As President of Schoold, Allison Winston serves as General Manager of the company's mobile platform, with responsibility for product marketing, engineering and operations. As product evangelist, Winston leverages her decade of experience in K12 and higher education to ensure Schoold meets the needs of students, parents, educators, and colleges alike. Winston has worked with dozens of early-stage EdTech startups as an advisor and held P&L responsibility for professional services at a global EdTech leader in cloud-based teaching and learning. In her career as an EdTech leader, she has also helped dozens of EdTech startups find product-market fit. Winston earned her BA at the University of California, Davis, and her MA at the University of California, San Diego.
About Richard Moran
Richard Moran is a noted San Francisco based business leader, venture capitalist, social scientist, author and evangelist for organization effectiveness. He is best known for his series of humorous business books beginning with bestselling, Never Confuse a Memo with Reality that started the genre of "Business Bullet Books." Rich previously served as CEO and Vice Chairman at Accretive Solutions, Partner at the venture capital firm Venrock, Chairman of the Board at Portal Software, President of Menlo College, and Partner at Accenture. Rich has also served on the Boards of Glu Mobile Games, Winery Exchange, and Mechanics Bank among others. As a radio personality featured on KCBS Radio in San Francisco, he is host of "In the Workplace," a program that discusses workplace issues and airs weekly to over a million listeners. He is also a frequent contributor as an Influencer on LinkedIn. Rich earned his PhD in Organizational Behavior at Miami University of Ohio.
About Schoold
Schoold is the leading mobile app for getting trusted advice on applying to university in the United States. With over one million served and thousands of rave reviews, the Schoold app functions as a higher education marketplace, connecting prospective students with colleges and universities. Recognized by U.S. News & World Report as a "must-have" app for international students, Schoold is democratizing access to higher education and helping students everywhere get smart about investing in their future. Schoold is available worldwide on iPhone, Android, and Kindle devices. Schoold is proudly built by Vested Finance, Inc., in San Francisco, California.
To learn more, visit us on the web and download at the app store.
Follow Schoold on:
Instagram: https://www.instagram.com/schoold_app/
LinkedIn: https://www.linkedin.com/schoold/
Facebook: https://www.facebook.com/SchooldApp/
Twitter: https://twitter.com/schooldapp
Snapchat: @schoold_app
About Lingo Media
Lingo Media is a global EdTech company that is 'Changing the way the world learns English', developing and marketing products for learners of English through various life stages, from classroom to boardroom. By integrating education and technology, the company empowers English language educators to easily transition from traditional teaching methods to digital learning.
Lingo Media provides both online and print-based solutions through two distinct business units: ELL Technologies and Lingo Learning. ELL Technologies provides online training and assessment for English language learning, while Lingo Learning is a print-based publisher of English language learning programs in China.
Lingo Media has formed successful relationships with key government and industry organizations internationally, with a particularly strong presence in Latin America and China, and continues to both extend its global reach and expand its product offerings.
Follow Lingo Media On:
Facebook: https://www.facebook.com/LingoMedia
Twitter: @LingoMediaCorp
YouTube: https://www.youtube.com/lingomedialm
LinkedIn: https://www.linkedin.com/company/lingo-media-corporation
RSS: http://feeds.feedburner.com/LingoMedia
Portions of this press release may include "forward-looking statements" within the meaning of securities laws. These statements are made in reliance upon Sections 21E and 27A of the Securities Exchange Act of 1934, which involve known and unknown risks, uncertainties or other factors that could cause actual results to differ materially from the results, performance, or expectations implied by these forward-looking statements. These statements are based on management's current expectations and involve certain risks and uncertainties. Actual results may vary materially from management's expectations and projections and thus readers should not place undue reliance on forward-looking statements. Lingo Media has tried to identify these forward-looking statements by using words such as "may," "should," "expect," "hope," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions. Lingo Media's expectations, among other things, are dependent upon general economic conditions, the continued and growth in demand for its products, retention of its key management and operating personnel, its need for and availability of additional capital as well as other uncontrollable or unknown factors. No assurance can be given that the actual results will be consistent with the forward-looking statements. Except as otherwise required by applicable securities laws, Lingo Media undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's filings with the Canadian and United States securities regulators available on www.sedar.com or www.sec.gov/edgar.shtml.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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