Imperus Technologies Corp. (Imperus) completed its acquisition (the Transaction) of all the issued and outstanding shares of Diwip Ltd. (Diwip) for a purchase price of up to US$100 million. Imperus, headquartered in Mississauga, Ontario, is a developer of social and mobile gaming for PC, Mac, iOS and Android platforms. Diwip, headquartered in Tel Aviv, Israel, designs, develops and distributes social casino-themed games within online social networks (such as Facebook) and mobile platforms (such as Android iOS).
As part of the Transaction, on January 28, 2015, Imperus closed a C$24.7 million brokered private placement financing consisting of the issuance of 70,644,500 subscription receipts priced at C$0.35 per subscription receipt. Such financing was completed through a syndicate of agents led by Dundee Securities Ltd. and including Euro Pacific Canada Inc. (collectively, the Agents). The subscription receipts automatically converted on April 2, 2015 into units comprised of one common share of Imperus and one-half of one common share purchase warrant of Imperus, which underlying securities were qualified by a short form prospectus dated March 27, 2015.
Furthermore, as part of the Transaction, on January 30, 2015, Imperus closed a US$40 million secured term loan, which was made available by a syndicate of lenders, with Third Eye Capital Corporation acting as administrative agent on behalf of such lenders (the Administrative Agent).
Imperus was represented in Canada by Fogler, Rubinoff LLP with a team that included Judith Wilkin and Dunniel Medina (corporate and securities) and David Oliver (banking). Imperus was represented in Israel by Fischer Behar Chen Well Orion & Co. with a team that included Eran Yaniv and Liat Halperin.
Diwip was represented in Israel by Erdinast, Ben Nathan & Co., Advocates with a team that included Roy Caner, Viva Gayer and Avraham Berenson.The Administrative Agent was represented in Canada by Stikeman Elliott LLP with a team that included Curtis Cusinato, Justin Parappally, Kelly Niebergall, Nick Badeen and Shawn Smith (corporate and finance).