On January 19, 2017, Perk Inc. (“Perk”), the mobile-first supply side rewards and engagement platform, closed the plan of arrangement under section 182 of the Business Corporations Act (Ontario) with RhythmOne plc (“RhythmOne”), a technology-enabled digital media company.
Pursuant to the arrangement, signed on December 5, 2016, and approved by the Ontario Superior Court (Commercial List) on January 16, 2017, RhythmOne acquired, through its wholly-owned subsidiary, RhythmOne (US) Holding, Inc., all of the issued and outstanding common shares and class A restricted voting shares of Perk and shareholders of Perk received 4.5116 ordinary shares of RhythmOne for each Perk share held. An aggregate of 88,235,410 RhythmOne shares were issued under the arrangement in reliance on an exemption from the prospectus requirements under securities legislation available for an arrangement under statutory procedure.
Following the completion of the arrangement, the common shares of Perk were de-listed from the Toronto Stock Exchange on January 20, 2017.
Perk Inc. was represented by an in-house team led by Amy Hastings, VP Corporate Development, with external support from Torys LLP. Torys’ team was led by John Emanoilidis and included Josh Lavine and Frazer House (corporate/M&A), Richard Johnson and Leila Ross (tax).
RhythmOne plc was represented by an in-house team led by Frank Pao, Chief Business Officer, and included Paul Bozzello, Senior Legal Counsel, with external support from DLA Piper and Bird & Bird LLP. DLA Piper’s team in Canada was led by Ruby Chan (Vancouver) and in the US by Eric Wang (Silicon Valley/San Francisco), and included Peter Li and Elena Nrtina (corporate/M&A), and Michael Greenberg (tax). Bird & Bird’s team was led by Richard Eaton and included Struan Penwarden and Sarforaz Hoque (corporate/M&A).