DATA Communications Management Corp. entered into asset purchase agreement to acquire substantially all assets of Eclipse Colour and Imaging Corp. from Grant Malcolm and Ralph Misale for CAD 9 million.
January 31, 2017
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DATA Communications Management Corp. (TSX:DCM) entered into asset purchase agreement to acquire substantially all assets of Eclipse Colour and Imaging Corp. from Grant Malcolm and Ralph Misale for CAD 9 million on January 31, 2017. As per the terms of agreement, purchase consideration will be satisfied by the payment on closing to Eclipse Colour and Imaging Corp. of CAD 2.9 million, issue of 0.63 million shares of DATA Communications Management Corp. (TSX:DCM), repayment of CAD 0.2 million outstanding indebtedness of Eclipse Colour and Imaging Corp. and issue of promissory note in the principal amount of CAD 4.5 million payable in equal installments on the first and second anniversaries, respectively, of the closing date. The consideration is subject to customary working capital and other adjustments. In a related transaction, DATA Communications Management Corp. entered into agreement to acquire Thistle Printing Limited from Jive Communications, Inc., The Capri Media Group and VRG Investment Corp for CAD 6.1 million. DATA will assume a total of approximately CAD 8 million in long term indebtedness of Eclipse Colour and Thistle Printing and intends to draw approximately CAD 7.8 million under its revolving credit facility on closing to refinance certain indebtedness of the two companies and for related transaction expenses. Upon completion of this transaction, DATA intends to relocate Eclipse Colour’s current wide format capabilities from its Ambassador Road, Mississauga, Ontario facility to Calgary, Alberta. Eclipse generated approximately CAD 21.3 million in revenues (unaudited) for the fiscal year ended November 30, 2016. DATA Communications Management will employ all the employees of Eclipse Colour and Imaging.
The transaction is subject to receipt of the approval of the Toronto Stock Exchange to the issuance of the Eclipse Colour and Imaging Corp. consideration shares, and matters related to the DATA Communications Management Corp. (TSX:DCM) and Eclipse Colour and Imaging Corp. existing lending arrangements, third party consents, all required government approvals, entry and delivery of lockup agreement, employment agreements with Grant Malcolm and Ralph Misale, and non-competition / non-solicitation agreements. The transaction is unanimously approved by Board of Directors of DATA Communications Management Corp. (TSX:DCM). The transaction is expected to close on or about February 22, 2017. McCarthy Tétrault acted as legal advisor for DATA Communications Management.
DATA Communications Management Corp. (DCM) is a Canada-based marketing and business communications company that helps companies simplify the ways they communicate and operate. It provides solutions, such as workflow management, digital asset management, personalized video, location-specific marketing, multi-channel marketing workflow management, print and communications management, and marketing, strategy and creative services. DCM serves brands in vertical markets including financial services, retail, emerging markets, healthcare and wellness, Not-for-Profit, energy, hospitality, transportation, lottery, government, other regulated industries and the public sector. Its DCMFlex marketing workflow technology enables marketers to create, edit, track and execute digital and print assets ranging from email campaigns and welcome kits to retail collateral and HR training material.
DATA Communications Management Corp. entered into asset purchase agreement to acquire substantially all assets of Eclipse Colour and Imaging Corp. from Grant Malcolm and Ralph Misale for CAD 9 million.
DATA COMMUNICATIONS MANAGEMENT CORP. 
