Autobytel Inc. (NasdaqCM:ABTL) acquired remaining 85% stake in AutoWeb, Inc. from a group of sellers for $23.5 million on October 1, 2015. The group of sellers includes Ceiba International Corp, PeopleFund, Matías de Tezanos, José Vargas, Robert J. Mylod, Jr., Jeffrey H. Boyd, Julio Gonzalez Arrivillaga and William Ferriolo. The merger consideration consisted of, 0.17 million newly issued shares of Series B Junior Participating Convertible Preferred Stock of Autobytel, warrants to purchase up to 0.15 million shares of Series B Preferred Stock, at an exercise price per share of $184.47 and $0.28 million in cash to cancel vested, in-the-money options to acquire shares of AutoWeb common stock. The number of Series B Preferred Stock and Warrants issued are subject to a post-closing adjustment based on AutoWeb's working capital as of the closing date of the transaction. The series B preferred stock is non-voting and, subject to the approval stockholders of Autobytel Inc., each share of series B preferred stock is convertible into 10 shares of the Autobytel's common stock. Beginning three years after issuance, the warrants become exercisable in three tranches based on the performance of the closing price of Autobytel Inc., common stock during the term of the warrants. The warrants will become exercisable in full, without regard to time or performance, in the event the board approves a liquidation, dissolution, winding up or change in control of Autobytel Inc. The warrants expire on the seventh anniversary of the issuance date.

Post transaction Matías de Tezanos Autoweb's Chief Executive Offficer and Director was appointed Autobytel's Chief Strategy Officer, Jose Vargas, AutoWeb's President and Director was appointed as Autobytel's Chief Revenue Officer and Robert Mylod, a Director of AutoWeb was appointed to the Autobytel's Board of Directors. Autobytel Inc. expects the acquisition to be accretive to its earning per share in 2016. B.Riley & Co. acted as financial advisor for Autobytel. Jonathan K. Layne of Gibson, Dunn & Crutcher LLP acted as legal advisor for Autobytel. Douglas Choi of TangoLaw LLC acted as legal advisor for AutoWeb.

Autobytel Inc. (NasdaqCM:ABTL) completed the acquisition of remaining 85% stake in AutoWeb, Inc. from a group of sellers on October 1, 2015.