Internet Media Services, Inc. announced the acquisition of U-Vend USA, LLC and U-Vend Canada, Inc. (U-Vend) in an all equity transaction. Pursuant to the terms of the exchange of securities agreement, within 90 days of the transaction closing date, Internet Media Services intends to conduct a reverse split of its common shares and issue up to 3.5 million post reverse-split shares, representing approximately 49 percent of the outstanding shares of the company at the time of closing of the transaction, for all current outstanding shares of U-Vend. In addition, U-Vend will have the ability to earn up to an additional 4.5 million post reverse-split shares subject to an earn-out provision detailed in the transaction documents.
U-Vend, established in May 2009, designs, develops, distributes and markets various next-generation self-serve automated retailing kiosks perfectly suited for a variety of locations ranging from hospitals, schools, airports, grocery stores, drug stores, mass merchants, malls and other retail locations. U-Vend also markets an optional digital advertising service that can be seamlessly integrated with the automated retailing kiosks. They currently have ongoing operations in the greater Chicago, Ill. area as well in Ontario, Canada.
Internet Media Services will continue with the execution of U-Vend’s business plan as its sole line of operations. As a result of its acquisition of U-Vend, Internet Media Services intends to change its name to U-Vend, Inc. and apply for a change to its ticker symbol.
Raymond Meyers will remain as chief executive officer of the company with primary focus on corporate development, finance, public administration and overall company operations. Paul Neelin will remain the founder and chief operations officer of U-Vend and be responsible for development of branding partnerships, expansion of the business model, and global sales and marketing activities. Neelin will also join the company’s board of directors. As the operations expand in both the U.S. and Canada the company expects to hire additional key management and staff personnel.
“We are pleased that Mr. Neelin has decided to join us and are excited about the opportunities surrounding the U-Vend product line. We believe this acquisition supports our mission of increasing shareholder value,” said Raymond Meyers, CEO of Internet Media Services, Inc., in a prepared statement.
Neelin, founder of U-Vend said, “We are very pleased to be joining the team and looking forward to the continued development of our product line through the tremendous resources afforded to us by being part of a publicly listed company”.
National Securities Corp. served as financial advisor for U-Vend and the Law office of Gary A. Agron served as outside legal counsel for Internet Media Services in connection with this transaction.