1. Date of Report (Date of earliest event reported)
Jun 25, 2015
2. SEC Identification Number
3. BIR Tax Identification No.
4. Exact name of issuer as specified in its charter
Xurpas Inc.
5. Province, country or other jurisdiction of incorporation
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre, 108 Tordesillas St., Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(632) 889-6467
9. Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 1,720,000,660
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Xurpas Inc.X

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of shares in Seer Technologies, Inc.

Background/Description of the Disclosure

On June 25, 2015, the Board of Directors of Xurpas Inc. ("Xurpas") approved the acquisition of 70,000 shares or 70% shareholdings in Seer Technologies, Inc. ("Seer"), a leading local software consultancy and design company, at a price of Php18 million.

Date of Approval by
Board of Directors
Jun 25, 2015
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

Seer is the leading local company in the mobile platform development space, with a human resource base composed primarily of the country's top software engineers. Its acquisition will enhance the ability of Xurpas to provide mobile solutions such as applications and mobile marketing solutions to its enterprise clients.

Details of the acquisition or disposition
Date Jun 25, 2015

Acquisition of shares through primary and secondary issuance

Description of the company to be acquired or sold

Seer started operating in 2003 as a mobile technology company. After 11 years, it has established an expansive roster of clients from the telecommunications, banking, real estate, oil and gas, hospitality, media, and retail sectors. It is ISO 9001:2008 certified for its delivery of software development services and also an Amazon Web Services (AWS) Managed Partner, making it capable of developing mobile and web back-end solutions anywhere in the world. It was incorporated on January 23, 2003 and its principal office is located at Unit 1604 139 Corporate Center, 139 Valero St, Salcedo Village, Makati City. Seer also has an office at Unit 806 Ecotower Bldg., 32nd St. cor. 9th Ave., Bonifacio Global City, Taguig City.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 70,000
Percentage to the total outstanding shares of the company subject of the transaction 70
Price per share 257.14
Nature and amount of consideration given or received


Principle followed in determining the amount of consideration

Fair market value of the shares

Terms of payment

Xurpas will pay Seer Php10 million as consideration for the original issuance of shares in favor of Xurpas, while Php8 million will be paid to Joseph Benjamin R. Ilagan, Seer President and majority stockholder, as payment for the purchase of his shares.

Conditions precedent to closing of the transaction, if any


Any other salient terms

Xurpas will also pay an earn out amount corresponding to a fixed percentage of Seer's net income after tax for the years 2015 to 2017 based on its Audited Financial Statements, as an incentive for Seer's management to continue to improve Seer's financial performance in the immediately succeeding years after the acquisition.

Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Seer Technologies Inc. None
Joseph Benjamin R. Ilagan None
Effect(s) on the business, financial condition and operations of the Issuer, if any

Seer is expected to contribute and strengthen the mobile enterprise business of Xurpas with its proven expertise in the development of mobile platforms and middleware services.

Other Relevant Information


Filed on behalf by:
Name Mark Gorriceta
Designation Assistant Chief Information Officer