C03486-2015 |
Title of Each Class | Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding | |
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Common Shares | 1,720,000,660 |
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.
Subject of the Disclosure |
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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 |
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Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction |
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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. |
Date | Jun 25, 2015 |
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Manner |
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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. |
Number of shares to be acquired or disposed | 70,000 |
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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 |
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Cash |
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 |
None |
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. |
Effect(s) on the business, financial condition and operations of the Issuer, if any |
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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 |
None |
Name | Mark Gorriceta |
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Designation | Assistant Chief Information Officer |