Slyce Inc., Oculus Ventures Corp. announce proposed Amalgamation offering, listing of Visual Search Tech Co.

  • April 30, 2014
  • The Wall Street Journal; April 22, 2014

CALGARY, ALBERTA, CANADA -- Slyce Inc., a private visual search technology company and Oculus Ventures Corporation ("Oculus") are pleased to announce that they have entered into a definitive amalgamation agreement (the "Amalgamation Agreement") dated April 21, 2014. The transaction is to be effected by way of a three cornered amalgamation (the "Amalgamation") with Slyce and a wholly-owned subsidiary of Oculus, 1813472 Alberta Ltd., amalgamating to form one company which will be a wholly-owned subsidiary of Oculus and which will continue to operate the business of Slyce as currently conducted.

In November 2013, Slyce acquired "Hovr.it", a Toronto-based technology start-up engaged in the development of a proprietary visual search process, which will allow users to "hovr" over any image on the web and receive exact or similar product matches to those images, complete with direct links for purchasing.

In January 2014, Slyce acquired certain complementary computer vision software and intellectual property developed at York University to help augment and improve the accuracy of its existing technology.

Through intellectual property acquisitions, Slyce currently has two patent applications filed in the United States and Canada relating to point of interest tracking and image categorization, respectively.

The Amalgamation requires the approval of the holders of at least two-thirds of the Slyce Common Shares and the holders of at least a majority of the Oculus Shares (and is further conditional upon the approval of the Name Change, Continuance and Consolidation, which all require the approval of at least two-thirds of the holders of Oculus Shares). The Amalgamation Agreement provides that each of Slyce and Oculus must call shareholder meetings to approve the Amalgamation and related items of business and that the Amalgamation must be approved by no later than September 30, 2014. The joint information circular to be mailed to Oculus shareholders and Slyce Shareholders will contain detailed information in respect of the Amalgamation, Slyce, Oculus and New Slyce. There can be no assurance that the Amalgamation will be completed as proposed or at all.

In connection with the execution of the Amalgamation Agreement, all of the directors and officers of Oculus and certain other securityholders, representing approximately 40% of the issued and outstanding Oculus Shares, have entered into support agreements with Slyce to vote their Oculus Shares in favour of the Amalgamation. Similarly, all of the directors and officers and certain shareholders of Slyce, representing approximately 31% of the outstanding Slyce Shares, have entered into support agreements with Oculus to vote their Slyce Shares in favour of the Amalgamation.

The Amalgamation Agreement prohibits Oculus from soliciting or initiating any discussion regarding any other business combination or sale of material assets, contains provisions for Slyce to match competing, unsolicited proposals and, subject to certain conditions, provides for a reciprocal termination fee of $200,000 payable by either Oculus or Slyce in certain circumstances.

In addition to the mandatory escrow arrangements applicable to the principals of New Slyce and mandatory seed share resale restrictions imposed on non-principals of New Slyce pursuant to the applicable policies of the TSX-V, certain non-principal shareholders of Slyce and Oculus and certain transferees under the Share Transfers (as defined below) have agreed to voluntarily lock-up their New Slyce Common Shares in escrow to be released incrementally over terms of either 18 months, one year or four months following the Amalgamation, as the case may be. Pursuant to the Amalgamation Agreement, Slyce and Oculus are required to ensure a sufficient number of the New Slyce Common Shares will be subject to voluntary lock-up arrangements as a condition to closing the Amalgamation. Slyce intends to seek additional voluntary escrow arrangements from its shareholders in order to meet this condition.

Slyce Board of Directors

Upon the completion of the Amalgamation, the Board of Directors of New Slyce shall consist of: Dale Johnson (Chairman of the Board and Director), Erika Racicot (Chief Operations Officer and Director), Kevin Taylor (Director), Travis Reid (Director), George Colwell (Director) and Alistair Maxwell (Director).

Dale Johnson (Chairman of the Board and Director)

Mr. Dale Johnson is a Director of Slyce Inc. Mr. Johnson has operated his own consulting business since 2007. Prior thereto, Mr. Johnson was the Executive Vice President and President (Asia) for Optimal Payments Plc (formerly Neovia Plc). Mr. Johnson served as Chairman of Optimal Payments Plc from 2007 through 2013 and is currently a director of Southtech Capital Corp., Urthecast Corporation, and CanElson Drilling Inc. Mr. Johnson obtained his Masters of Applied Science from the University of British Columbia in 1968 and a Management Diploma from the University of Calgary in 1991.

Erika Racicot (Chief Operations Officer and Director)

Ms. Erika Racicot is the Chief Operations Officer for Slyce Inc. as well as a Director. Ms. Racicot is also the President of Business Instincts Group, a venture creation firm focussed on the development of tech-startups. Previous to this, Ms. Racicot served in various operations management positions with a number of private companies. Ms. Racicot obtained her diploma in Business Administration with a focus in Marketing from the Southern Alberta Institute of Technology in 2005.

Kevin Taylor (Director)

Mr. Kevin Taylor is a Director of Slyce Inc. Mr. Taylor is the founder, President and CEO of Prism Equity Group and TEReI International Limited and his firms provide financial consulting, merger, acquisition and representation services to companies in the telecommunications and renewable energy arena in the Americas. Prior thereto, Mr. Taylor held roles as the President of Facey Telecom, and before that, as Vice-President and General Manager for Nortel Networks Carrier business in the Caribbean and Latin America Region. Mr. Taylor continues to sit on the Advisory Board of several telecom start-ups. Mr. Taylor obtained his Bachelor of Engineering Science degree in Mechanical Engineering from the University of Western Ontario and later graduated from Harvard Business School's Management Program.

Travis Reid (Director)

Mr. Travis Reid is a Director of Slyce Inc. Mr. Reid is the CEO of Screenvision Cinema Network, LLC, which provides advertising, marketing, and media solutions. Prior thereto, Mr. Reid was CEO for Digital Cinema Implementation Partners, LLC. Mr. Reid obtained a Bachelor degree from California State University, East Bay College of Business and Economics.