News: game is afoot at Intel too...Transgaming completes private placement with Intel Capital? makes one wonder what's in store....
TransGaming, Inc. Announces Investment by Intel Capital
TORONTO, ONTARIO. (September 24, 2009) – TransGaming Inc. (TSX-V: TNG)
(“TransGaming” or the “Company”), a leading developer of innovative products for the
electronic entertainment industry, announced today that it has closed a private placement
offering with Middlefield Ventures Inc. (“MVI”), the lending affiliate of Intel Capital, for
US$500,000.
The Company issued an aggregate of US$500,000 principal amount of convertible notes to
MVI bearing interest at 6% per annum, payable at maturity. One of these notes (for
US$150,000) and the proceeds thereof will remain in escrow pending the satisfaction by the
Company of certain milestones, primarily related to the development of certain technologies.
$350,000 principal amount of notes is due September 24, 2011 and $150,000 principal
amount of notes will mature two years from the date upon which it and the proceeds thereof
are released from escrow. In the event the Company does not complete a Qualified Financing
(as defined below) by January 15, 2010 or if there is a change of control of the Company, the
holder may convert the principal of the notes into common shares of the Company at a
conversion rate equal to CDN$0.295 per share. The principal of each of the notes will be
automatically converted into common shares of the Company at a conversion rate equal to
CDN$0.295 concurrently with the closing of a Qualified Financing. On repayment or
conversion of the notes, the holder may elect to receive interest either in cash or in common
shares of the Company at a price based on the market price at the time of settlement.
Qualified Financing means an investment in the Company occurring after September 24, 2009
or before January 15, 2010 that is reasonably acceptable to MVI, in which the Company
receives net proceeds greater than US$5,000,000 (or the Canadian dollar equivalent thereof),
at a per share purchase price that is equal to or greater than CDN$0.295. If MVI elects to lead
in a financing round then such financing round shall also be considered to be a Qualified
Financing. Subject to TSX Venture Exchange approval, accrued interest on the notes shall be
convertible at the same times but at a price equal to the closing price of the Company’s
common shares on the TSX Venture Exchange the day prior to the relevant period.
In consideration for the purchase of the notes, the Company also issued warrants to purchase
an aggregate of 909,090 common shares of the Company to MVI, of which warrants to
purchase 272,727 common shares will remain in escrow pending the satisfaction by the
Company of the escrow milestones described above. The warrants entitle MVI to purchase
common shares of the Company at an exercise price equal to CDN$0.55 per share at any time
on or before September 24, 2011 (or in the case of the warrant remaining in escrow, 2 years
from the date of its release from escrow). In addition, while the Warrants are still
outstanding, should TransGaming issue equity securities for consideration of less than
CDN$0.55 per security, the exercise price of the warrants would automatically adjust to
CDN$0.295 per Common Share unless the equity securities issue is part of a Qualified
Financing, in which case the exercise price of the warrants would automatically adjust to the
consideration received for the equity securities in the Qualified Financing. Under no
circumstances would the exercise price of the Warrants be less than $0.295 per Common
Share as a result of any future equity issues.
MVI was also granted board observer rights by the Company in connection with their
investment.
The notes, warrants and underlying common shares are subject to a hold period expiring on
January 24, 2010, as required under applicable securities legislation and the policies of the
TSX Venture Exchange.
As a result of this transaction, pursuant to the terms of the Company’s existing warrant
indenture to purchase up to 4,006,728 common shares dated as of December 11, 2007, the
exercise price of such warrants shall be reduced to CDN$0.55.
The units sold, and the common shares and warrants underlying such units have not and will
not be registered under the United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons
absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This release does not constitute an offer for sale or the solicitation of an offer to buy the
securities in the United States.
Forward-Looking Statements
Certain statements in this press release may include “forward-looking” statements which
involve known and unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements of TransGaming to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking
statements. When used in this press release, such statements use such words as “may”, “will”,
“expect”, “anticipate”, “project”, “believe”, “plan”, and other similar terminology. The risks
and uncertainties are detailed from time to time in reports filed by TransGaming with the
securities regulatory authorities in certain of the provinces and territories of Canada. New risk
factors may arise from time to time and it is not possible for management to predict all of
those risk factors or the extent to which any factor or combination of factors may cause actual
results, performance and achievements of TransGaming to be materially different from those
contained in forward-looking statements. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a prediction of actual results.
About TransGaming Inc.
TransGaming Inc. (TSX-V: TNG), is a leader in the development of unique software
portability products that facilitate the deployment of games across multiple platforms.
TransGaming's portability technologies significantly reduce the time-to-market for and costs
associated with multi-platform game releases. TransGaming works with many of the
industry’s leading developers and publishers to enable their games on the Mac and Linux
operating systems, and currently markets its products under four brand names: Cider (Mac
Gaming), Cedega (Linux Gaming), SwiftShader (Graphics Rendering) and GameTree (Game
Publishing & Distribution). TransGaming is headquartered in Toronto, Canada and maintains
a research and development center in Ottawa, Canada. To learn more about TransGaming’s
About Intel Capital
Intel Capital, Intel's global investment organization, makes equity investments in innovative
technology start-ups and companies worldwide. Intel Capital invests in a broad range of
companies offering hardware, software, and services targeting enterprise, home, mobility,
health, consumer Internet, semiconductor manufacturing and cleantech. Since 1991, Intel
Capital has invested more than US$9 billion in over 1,000 companies in 46 countries. In that
timeframe, 174 portfolio companies have gone public on various exchanges around the world
and 231 were acquired or participated in a merger. In 2008, Intel Capital invested about
US$1.59 billion in 169 investments with approximately 62 percent of funds (excluding
Clearwire) invested outside North America. For more information on Intel Capital and its
FOR FURTHER INFORMATION PLEASE CONTACT:
TransGaming Inc.
Dennis Ensing
Chief Financial Officer
1.416.979.9900 x321
TransGaming Inc.
Jean-Francois (JF) Dube
Investor Relations
1-877-848-8790