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OTTAWA, April 29, 2020 /CNW/ - Martello Technologies
Group Inc. ("Martello" or the "Company") (TSXV:
MTLO), a provider of digital experience monitoring (DEM) solutions
deployed in more than 5,000 enterprise networks around the world,
today announced that Co-Chairmen of the Martello Board of Directors
Sir Terry Matthews, through Wesley
Clover International, and Bruce
Linton through a wholly owned company have executed an
letter of intent (LOI) to provide an unsecured subordinated debt
instrument to Martello in the amount of CDN $5 million, (the "Subordinated Debt
Instrument") to meet the capital requirements for the
acquisition of GSX Participations SA ("GSX"). This facility
is subject to intercreditor agreements and the finalization of
definitive loan agreements between Martello Technologies
Corporation ("MTC"), Bruce
Linton and Wesley Clover International.
![Logo: Martello Technologies Group (CNW Group/Martello Technologies Group) Logo: Martello Technologies Group (CNW Group/Martello Technologies Group)](https://mma.prnewswire.com/media/1161819/Martello_Technologies_Group_Martello_Co_Chairmen_Execute_Letter.jpg)
Today's announcement follows a Martello press release on
April 28, 2020, announcing that the
Company will acquire GSX, a provider of end-user experience
monitoring for Microsoft Office 365 headquartered in Geneva, Switzerland with more than 400
enterprise customers globally. This acquisition will add monthly
recurring revenue as Martello enters the Microsoft Office 365
market. As usage of Office 365 continues to grow, this acquisition
will provide an additional opportunity to scale the existing GSX
addressable market by moving it to a true cloud SaaS
platform.
"As Martello's principal lenders have recognized even in
uncertain market conditions, Martello has a significant opportunity
to enter the rapidly growing Microsoft Office 365 market by
acquiring GSX", said Bruce Linton,
Co-Chairman of Martello. "I'm pleased to join Terry Matthews in backing Martello's continued
growth, driven by their software as a service (SaaS)-based digital
experience monitoring technology stack"
"Recent events including the shift to remote work have only
served to underscore Martello's opportunity in delivering a
reliable user experience for the cloud-based services that
businesses rely on every day", said Sir Terry Matthews, Co-Chairman of Martello
Technologies and Chairman of Wesley Clover International. "I'm
pleased to support Martello's strategy and look forward to the
Company's continued growth"
"This support from our co-chairmen along with lenders Vistara
Capital and National Bank is a testament to the strength of our
opportunity", said Martello
President and CEO John
Proctor. "We are executing on our digital experience
monitoring strategy and look forward to working with GSX to grow
recurring revenues and expand the GSX addressable market".
The Subordinated Debt Instrument constitutes a "related party
transaction" within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61‑101 ‑Protection of Minority
Security Holders in Special Transactions ("MI
61‑101"). The Company has relied on exemptions
from the formal valuation and minority shareholder approval
requirements of MI 61‑101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61‑101 in respect of the Subordinated Debt
Instrument as neither the fair market value (as determined under MI
61-101) of the subject matter of, nor the fair market value of the
consideration for, the loan, insofar as it involved the related
parties, exceeds 25% of the Company's market capitalization (as
determined under MI 61-101).
About Martello Technologies Group
Martello Technologies Group Inc. (TSXV: MTLO) is a technology
company that provides digital experience monitoring (DEM)
solutions. The company develops products and solutions that provide
monitoring and analytics on the performance of real-time
applications on networks, while giving IT teams and service
providers control and visibility of their entire IT infrastructure.
Martello's products include unified communications performance
analytics software, and IT analytics software. Martello
Technologies Group is a public company headquartered in
Ottawa, Canada with offices in
Montreal, Amsterdam, Paris, Dallas
and New York. Learn more at
http://www.martellotech.com
This press release does not constitute an offer of the
securities of the Company for sale in the
United States. The securities of the Company have not been
registered under the United States Securities Act of 1933, (the
"1933 Act") as amended, and may not be offered or sold within
the United States absent
registration or an exemption from registration under the 1933
Act.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains "forward-looking statements".
Forward-looking statements can be identified by words such
as:"anticipate,""intend," "plan," "goal," "seek," "believe,"
"project," "estimate," "expect," "strategy," "future," "likely,"
"may," "should," "will" and similar references to future periods.
Examples of forward-looking statements include, among others,
statements we make regarding accretive monthly recurring revenues,
closing of the proposed transaction, effect of closing on the
Company's gross margins.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the following:
- Continued volatility in the capital or credit markets.
- Our ability to maintain our current credit rating and the
impact on our funding costs and competitive position if we do not
do so.
- Changes in customer demand.
- Disruptions to our technology network including computer
systems and software, as well as natural events such as severe
weather, fires, floods and earthquakes or man-made or other
disruptions of our operating systems, structures or equipment.
- Delayed purchase timelines and disruptions to customer budgets,
as well as Martello's ability to maintain business continuity as a
result of COVID-19.
Any forward-looking statement made by us in this news release is
based only on information currently available to us and speaks only
as of the date on which it is made. Except as required by
applicable securities laws, we undertake no obligation to publicly
update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new
information, future developments or otherwise.
SOURCE Martello Technologies Group