Singapore – May 31, 2018 – TechMedia Advertising, Inc. (“TechMedia” or the “Company”) is pleased to announce that it has signed a binding and definitive amended share exchange agreement (the “Amended Share Exchange Agreement”) with IBASE Technology Private Limited (“IBASE”), a company organized under the laws of Singapore, and all of the shareholders of IBASE, whereby TechMedia agreed to acquire 100% of the issued and outstanding shares in the capital of IBASE in exchange for the issuance of an aggregate of 18,998,211 post-reverse stock split shares of common stock of TechMedia to the shareholders of IBASE on a pro rata basis in accordance with each IBASE shareholders’ percentage of ownership in IBASE. TechMedia’s reverse stock split on a basis of one (1) new share for each five (5) old shares was effected on September 22, 2017. The purpose of the Amended Share Exchange Agreement was to (i) reflect the convertible note financing (the “Convertible Notes”) of IBASE of up to US$3,500,000 which upon closing of the Amended Share Exchange Agreement the Convertible Notes will automatically convert into shares of common stock of TechMedia at a price of US$0.90 per share (up to a maximum of 3,888,889 shares of common stock of TechMedia), and (ii) amend the closing date to be on or before December 15, 2018 and the latest closing date to be December 31, 2018, subject to any extensions of 15 days per extension agreed to by the parties.
IBASE is in the business of being a solution provider of cloud-enabled real estate and facility management, financial management, security and enterprise turn-key systems/solutions for government-to-government, business-to-business and business-to-consumer.
Pending satisfaction of the closing conditions, IBASE will become a wholly owned subsidiary of TechMedia and the shareholders of IBASE, including the holders of the Convertible Notes, will become shareholders of TechMedia. This transaction is commonly referred to as a Reverse Take-Over (“RTO”) and effectively upon closing, IBASE shareholders will hold more than 50% of the post-closing outstanding shares of TechMedia, not including the shares to be issued by TechMedia pursuant to the holders of the Convertible Notes. The shares of TechMedia received by the IBASE shareholders and the holders of the Convertible Notes will be “restricted securities” as defined under Rule 144(a)(3) and will be subject to a 12-month hold period from the date that TechMedia files “Form 10 information” with the SEC and TechMedia is compliant with its reporting obligations with the SEC. The purpose of the TechMedia reverse stock split was to assist with increasing the intended initial trading price of the stock, increasing the liquidity of TechMedia’s stock and reducing the representative percentage of brokerage commissions on the purchase or sale of TechMedia’s stock, as brokerage commissions tend to represent a higher percentage of the purchase or sale price on stock with a low per share price.
Among other closing conditions, the Amended Share Exchange Agreement is subject to TechMedia having filed a Form 10 registration statement with the SEC to have its shares of common stock registered pursuant to Section 12(g) of the Exchange Act and TechMedia becoming subject to reporting requirements pursuant to Section 13(a) of the United States Securities Exchange Act of 1934, as amended.
Assuming all of the closing conditions under the Amended Share Exchange Agreement are satisfied, TechMedia anticipates completing the RTO prior to December 15, 2018.
Contact TechMedia Advertising, Inc. at:
William Goh, Director
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