Wishpond Technologies Ltd., a provider of marketing-focused online business solutions, is pleased to announce that it has entered into an asset purchase agreement (the “APA”) to acquire certain assets and specific liabilities from AtlasMind Inc. (d/b/a) Brax.io (“Brax”), to be effected through a wholly owned subsidiary of the Company (the “Acquisition”) for total consideration of approximately US$2.0 million. Based out of New York, Brax is a rapidly growing and profitable technology company that offers a robust advertising platform for the management of a company’s digital ads across multiple sources. Brax is expected to expand Wishpond’s technology and capabilities into the adjacent market for digital ad management software solutions.
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“We are very excited with the prospect of adding advertising management solutions to our industry leading digital marketing platform,” said Ali Tajskandar, Chairman and CEO of Wishpond. “Brax has a proven track record with enterprise and ad agency customers which we plan to leverage into providing ad management software and services to over 3,000 Wishpond customers and millions of other small medium sized businesses (SMBs) worldwide. This is our third acquisition and is in line with our strategy to grow organically and inorganically through tuck-in acquisitions of innovative and complementary technology companies.”
Brax offers an advertising platform for the bulk management, unified reporting, and rule-based goal optimization of digital ads across multiple sources. Brax streamlines content syndication across numerous platforms such as Yahoo Gemini, Outbrain, Taboola, Revcontent and others. The powerful Brax ad management system allows users to seamlessly create and automate advertising campaigns using custom rules across networks, accounts and ad platforms. With its centralized capabilities to scale content marketing, Brax allows advertisers to focus on the creative process with instant insight into data.
Brax offers both a self-serve product for agencies and experienced enterprise clients as well a full-serve offering for SMB customers who lack the expertise to manage and run digital advertising campaigns by themselves. Brax has a diversified customer base and generated trailing twelve month revenue of approximately US$1.5 million. Brax’s SaaS business model results in predictable recurring revenue and high gross margins of 80% with EBITDA margins exceeding 15%.
In consideration for the Acquisition of certain assets and specified liabilities of Brax, Wishpond expects the aggregate purchase price to be approximately US$2,000,000 (the “Purchase Price”) consisting of: (i) US$1,333,334 paid in cash; and (ii) a non-binding targeted payout of US$666,666 in earn-out payments, subject to certain deductions as provided in the APA (the “Earn-Out”), based on the future revenue of the purchased assets. The Earn-Out payments will commence three months after the closing of the Acquisition, will be payable on a quarterly basis, ending on the twelve-month anniversary of the closing of the Acquisition and will be payable in cash or by the issuance of common shares of Wishpond (“Shares”), at the sole discretion of Wishpond. Any Shares issued in connection with the Acquisition will be subject to a restricted period of four months and one day from the date of issuance, as well as restrictions pursuant to applicable US securities laws. The closing of the acquisition is subject to the approval of the TSX Venture Exchange.
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