RE:RXi Closing Announcement Reminder.....
Terms of Acquisition
In consideration for the purchase of 100% of the outstanding securities of Rxi, CloudMD has agreed to pay shareholders of Rxi aggregate consideration of $9.5 million payable as follows: (i) $2.5 million in cash, subject to a working capital adjustment; (ii) $4 million in common shares of the Company; and (iii) a performance-based earnout of $3 million, which is payable in common shares of the Company in equal annual issuances over a period of two years. All common shares issued pursuant to the acquisition will be issued at a deemed price of $2.39 per common share and are priced by calculating the 10-day volume-weighted average trading price of the Company's common shares for the 10 trading days prior to the execution of the binding term sheet. The common shares will be subject to certain contractual restrictions on trading for a period of 20 months from the date of issuance.
The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval.