Demcap Investments Inc. Announces that the TSX Venture Exchange Inc. Has Conditionally Approved its Qualifying Transaction
QUEBEC CITY, QUEBEC--(CCNMatthews - May 31, 2007) - Demcap Investments Inc. ("Demcap") (TSX VENTURE:DEM.P) is pleased to announce that the TSX Venture Exchange Inc. the ("Exchange") has conditionally approved the qualifying transaction described in the agreement in principle entered into as of January 31, 2007 between Demcap, iPerceptions Inc. ("iPerceptions") and the shareholders of iPerceptions, pertaining to the acquisition of all of the issued and outstanding securities of iPerceptions.
The purchase price for all of the issued and outstanding securities of iPerceptions shall be paid by the issuance of an aggregate of 24,302,222 common shares of Demcap, at a deemed price of $ 0.45 per share, for a total purchase price of $ 10,936,000. Demcap has proceeded, this day, to file on Sedar its Filing Statement for a qualifying transaction, in conformity with the applicable policies of the Exchange. Said Filing Statement is available for consultation through the Exchange or Sedar, at the following address : www.sedar.com.
The acquisition of all of the issued and outstanding securities of iPerceptions shall be completed concurrently with a private placement of units for a minimum amount of $ 2,000,000 and a maximum amount of $ 2,750,000. Each unit, issued at the price of $ 0.45, shall be composed of one common share in the share capital of Demcap, of one half tranche A warrant and one half tranche B warrant. Each full tranche A warrant shall allow the holder thereof to subscribe for and purchase one common share in the share capital of Demcap, at the price of $ 0.60, for the 18-month period following closing of the private placement.
Each full tranche B warrant shall allow the holder thereof to subscribe for and purchase one common share in the share capital of Demcap, at the price of $ 0.75, for the 24-month period following closing of the private placement. Demcap and iPerceptions intend to proceed with the closing of the qualifying transaction and the concurrent private placement on or about June 19, 2007, but at least 7 business days following the date of this press release, as required by the policies of the Exchange.
iPerceptions is one of North America's leading Internet based customer satisfaction and experience research providers. Its webValidator Continuous Listening solutions capture the voice of actual online customers in the context of an actual website visit helping companies learn more about their customers with satisfaction metrics that quickly turn learning into customer led decision-support. Using a perceptual framework to evaluate key elements of the visitor experience as well as predictive algorithms and modeling to identify those attributes that drive satisfaction, the resulting iPerceptions Satisfaction Index (iPSI) helps companies obtain a clear understanding of the key issues impacting satisfaction; purchase intent, customer loyalty and the likelihood customers will refer friends and associates to the site. iPSI metrics provide not only insights into current customer satisfaction; they also help organizations create internal benchmarks, best practices standards, compare their performance against industry norms and identify critical issues that exist just over the horizon. The iPSI is the only index of its kind and is quickly becoming a standard for measuring online customer satisfaction.
All of iPerceptions' solutions are extremely flexible and can be customized to meet customer specific needs. As an ASP solution, the solutions require little or no-time to implement and are entirely web-enabled. The solutions provide real time monitoring and include an extensive suite of easy to use and powerful online analytical tools.
Contrary to what was announced in Demcap's press release dated May 3, 2007, Mr. Burt Podmere has decided not to join the resulting issuer as Chief Financial Officer, upon completion of the qualifying transaction.
In his place, Mr. Martin Faucher has accepted to act as Chief Financial Officer of iPerceptions upon closing of the qualifying transaction and private placement. Martin Faucher, 37 years old, is currently Chief Financial Officer of Microbridge Technologies Canada Inc., a private electronic calibration corporation, and has been since March 2004. Mr. Faucher is the former Chief Financial Officer and Co-owner of Kaydara Inc., from June 1996 to January 2004, a leading 3-D animation software company that was sold to Alias Systems Inc. in 2004. Mr. Faucher started his career with Ernst & Young, LLP, as an external auditor in September 1992. In 1994, he was promoted to Project Manager in the Mergers and Acquisitions group at Ernst & Young, LLP, providing acquisition, divestiture, valuation, financing and reorganization services to leading international companies. Mr. Faucher holds a Bachelor of Commerce degree in Finance and Management Science, obtained in 1991, when he graduated with University Scholar and Faculty of Management Award designations from McGill University, as well as a diploma in Public Accountancy from McGill University obtained in 1993. Mr. Faucher has been a member of the Ordre des comptables agrees du Quebec since 1995.
At the annual and special meeting of the shareholders of Demcap held on March 28, 2007, the shareholders of Demcap have approved the adoption of an amended stock option plan, providing for 10% of all the of the issued and outstanding common shares of Demcap to be reserved for issuance under the plan, which has also been approved by the Exchange, and will come into force subject to the completion of the qualifying transaction and the concurrent private placement.
Furthermore, the shareholders of Demcap have, among other things, adopted a resolution to change the corporate name of Demcap for "iPerceptions Inc." concurrently with the closing of the qualifying transaction. The TSX Venture Exchange has in no way passed upon the merits of the proposed qualifying transaction and private placement and has neither approved nor disapproved the contents of this press release.
Contact Information
Demcap Investments Inc.
Mario Jacob
Chief Financial Officer and Director
Tel: 418-653-9339
Fax: 418-694-3491
Media Information
Jonathan Levitt
Vice-President Marketing
iPerceptions Inc.
Tel: 514-488-3600
Fax: 514-484-2600
Investor Information
Jerry Tarasofsky
President and Chief Executive Officer
iPerceptions Inc.
Tel: 514-488-3600
Fax: 514-484-2600
Martin Faucher
Chief Financial Officer
iPerceptions Inc.
Tel: 514-488-3600
Fax: 514-484-2600
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