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Mogo Announces Business Combination with Difference Capital Financial

Vlad Poptamas

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Mogo Finance Technology Inc. (TSX:MOGO) (NASDAQ: MOGO) (“Mogo”) is pleased to announce the signing of a definitive arrangement agreement (the “Arrangement Agreement”) to merge Mogo (the “Transaction”) by way of a plan of arrangement with Difference Capital Financial Inc. (TSX:DCF) (“Difference”). Following the combination, the resulting company (the “Combined Entity”) is expected to be named ‘Mogo Inc.’.

Under the terms of the Arrangement Agreement, each common share of Mogo (a “Mogo Share”) will be exchanged for one (the “Exchange Ratio”) Difference common share (a “Difference Share”). Upon completion of the Transaction, former Mogo shareholders will own approximately 80% of the Combined Entity on a fully diluted basis. Following completion of the Transaction, all of Mogo’s outstanding convertible securities will become exercisable or convertible, as the case may be, for shares of the Combined Entity in accordance with the Exchange Ratio.

The Transaction is subject to Mogo shareholder approval, regulatory approval and satisfaction of other customary conditions. The Transaction is expected to close in the second quarter of 2019.

Transaction Highlights

  • Following the combination, the Combined Entity is expected to be named ‘Mogo Inc.’. Mogo shareholders will own approximately 80% of the Combined Entity and Dave Feller will be Chairman and CEO and Greg Feller will be President, CFO and Director of the Combined Entity.
  • The Combined Entity will continue to execute on Mogo’s vision of building the leading fintech platform in Canada. The combination will give Mogo immediate access to approximately $9 – $10 million in cash, which reflects proceeds from Difference’s two recently announced monetizations. In addition, Mogo will have control of Difference’s portfolio of investments in some of the premier private technology companies in Canada, including Hootsuite and Vision Critical, which collectively have an estimated fair market value of approximately $24 million.
  • The Transaction has received the unanimous recommendation of both Mogo’s and Difference’s special committees and respective boards of directors, with voting and support agreements representing approximately 21.8% of outstanding Mogo Shares and approximately 49.8% of outstanding Difference Shares executed in support of the Transaction.

“This transaction enables Mogo to continue to invest in new products and innovation, building on our leadership position in the Canadian fintech space,” said David Feller, Mogo’s Founder and CEO. “We are excited by the opportunity that the Transaction presents for shareholders of Mogo and Difference and are very pleased to have the support of the Difference board. We look forward to working closely with the leadership team at Difference to complete the Transaction.”

“The merger with Difference strengthens our financial position and represents a significant opportunity to create value for shareholders of the combined entity,” added Greg Feller, Mogo’s President. “Difference has invested in many of Canada’s leading technology companies and Mogo has built a valuable distribution platform. Shareholders of both companies will benefit from improved financial flexibility as we execute on our strategy of partnering to bring best-in-class products to our more than 800,000 members.”

Transaction Summary

The proposed transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act(British Columbia) and, in addition to other customary closing conditions, is subject to regulatory and court approvals. The Transaction will need to be approved by: (i) two-thirds of the votes cast by Mogo shareholders at its shareholder meeting; and (ii) if required, a simple majority of the votes cast by Mogo shareholders at its shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101. The directors and certain shareholders of Mogo, representing approximately 21.8% of Mogo’s outstanding shares, have entered into support agreements pursuant to which they agreed to vote their Mogo Shares in favor of the Transaction.

The annual general and special meeting of Mogo is expected to be held in June 2019. An information circular detailing the terms and conditions of the Transaction will be filed with regulatory authorities and mailed to the shareholders of Mogo in accordance with applicable securities laws. The Arrangement Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and break fees payable by Mogo and Difference, respectively, under certain circumstances.

Mogo’s Board of Directors and Special Committee have determined that the proposed transaction is in the best interest of the shareholders, having taken into account advice from their financial advisors, and have unanimously approved the Transaction. Mogo’s Board of Directors recommends that their shareholders vote in favor of the proposed transaction.

Advisors and Counsel

Mogo’s financial advisor is Raymond James Ltd. and its legal counsel in Canada is Stikeman Elliott LLP. Raymond James Ltd. provided an opinion to Mogo’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Mogo.

 

SOURCE Mogo Finance Technology Inc

Artificial Intelligence

Personalized Learning Paths Offer Roadmaps to Dream Jobs

Vlad Poptamas

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When moving into a new career or field, determining how your strengths transfer and what additional skills you need to learn can be challenging; Forbes SmartAdvisor bridges this gap.

Experience the interactive Multichannel News Release here: https://www.multivu.com/players/English/8716951-forbes-smartadvisor-personalized-learning-paths-offer-roadmaps-to-dream-jobs/

By utilizing three information points—users’ personality, their current skills, and the skills necessary for the aspirational role they selected—Forbes SmartAdvisor creates a customized learning path. This Learning Path is personalized just for you. It identifies which self-paced course from Learn@Forbes’ library of over 700 courses, specializations, and Learning Pathways in marketing, human resources, leadership, finance and accounting, entrepreneurship, sales, communications, customer service, and project management make sense for the career you’re aspiring to.

How It Works
Forbes SmartAdvisor, which is free, and takes just three minutes to complete. First, you will complete a brief personality assessment. Second, you select the aspirational role you want, and third, you upload your resume (which is optional).

Using Holland’s Occupational Model and Gardner’s Theory of Multiple Intelligence model, in moments, you will receive your personalized and unbiased results. Insights on your learning style(s), working style(s), attributes, and skills are provided in your custom report, as is a learning pathway that maps the Learn@Forbes courses that will teach you the additional skills you need to get the job you want. Each course on your personalized learning path is self-paced. And, you can take as many as you would like at a time.

Next Steps
Forbes SmartAdvisor users can save their results for future reference. Those who would like to start their personalized learning path can do so with a free 14-day trial. Learn@Forbes subscriptions start at $12.50 per month. For additional information, visit learn.forbes.com.

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Artificial Intelligence

MRA Group Develops Lab Spaces to Keep Up with Cell and Gene Therapy Demand in Philadelphia Region

Vlad Poptamas

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In response to the growing cell and gene therapy demand in the Philadelphia region, MRA Group (MRA) is pressing onward to deliver by year end, two specialized multi-tenant life science lab buildings: a 65,000+/-SF lab building in the city of Philadelphia and a 72,000+/-SF lab building at Spring House Innovation Park, just outside the city.

“Through this pandemic, we continue to see strong demand from growing in-market life science prospects and out-of-market entrants looking for high-quality lab space,” said Phil Butler, Vice President of MRA Group. “Prospective tenants value speed-to-market, and given the regional demand, we believe pushing forward is the right thing to do.”

While construction slowed due to COVID-19 mandated shutdowns, MRA remains on track to welcome tenants this year to newly developed, state-of-the-art, customizable, hard-to-come-by lab space in the region. Now that Philadelphia is a nationally recognized biomedical cluster, or a Big4Bio region, prospective life science companies attracted to the area have encountered a shortage of available lab space; a concern MRA Group is working to correct.

“A recent study found 98% of commercial lab space is occupied,” said Sam Woods Thomas, Director of Life Sciences and Biotechnology for the City of Philadelphia. “We are excited by and proud of MRA Group’s efforts to broaden our Life Sciences real estate pipeline. Philadelphia scientists and academic institutions are pioneers in innovation, but they need more space to continue,” Thomas shared. “MRA Group’s development efforts are essential pieces to this sector’s continued growth in our city and region.”

Spring House Innovation Park’s new 72,000+/-SF rentable lab building is within the BioLaunch611+ Keystone Innovation Zone and sits on the sprawling, 133-acre, Lower Gwynedd, Montgomery County campus owned and developed by MRA Group.

“When we acquired Spring House Innovation Park in 2017, we sought to create a suburban life science destination,” said Mike Wojewodka, Senior Vice President of MRA Group. “To date, we have approximately 150,000 square feet leased to nearly two dozen tenants, of which nearly half are in the life science industry.  We’ve recently welcomed AnPac Bio, a leading international biotechnology company, while later this summer a gene therapy company, Exegenesis Bio, will be joining our roster which includes Jefferson Institute for Bioprocessing. Based on current leasing activity, we anticipate the 72,000+/-SF lab building being fully leased and occupied by the end of the year, which is why MRA remains focused and bullish on developing these much needed lab spaces for our region.” Companies interested in Spring House Innovation Park, visit  www.springhouseinnovationpark.net.

Additionally, MRA Group, on behalf of a local university, is developing a 65,000+/-SF scientifically advanced, multi-tenant wet and dry lab and office building in Philadelphia.

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Artificial Intelligence

Auto Theft Recoveries Soar During COVID-19 Lockdown

Vlad Poptamas

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LoJack®, a brand of CalAmp (Nasdaq: CAMP) and a leader in stolen vehicle recovery (SVR) and innovative automotive services, today announced auto theft recoveries in the U.S. jumped 15 percent in April 2020 over April 2019 and continued to grow in May, outpacing last year’s number at this time by 11 percent. The report indicates an increase in auto theft recoveries, and highlights changes from the same period last year to date, demonstrating that while auto theft is on the rise during the COVID-19 lockdown, consumers must stay vigilant and protect their vehicles.

While essential workers travel to and from work and others have sheltered in place, auto thieves continue to operate during a global pandemic according to LoJack’s U.S. Recoveries Trends report. The report found that the U.S. — during the rising spread of COVID-19 — saw a big increase in stolen vehicle recovery across the country in April 2020 compared with April 2019. In May, the following states saw a significant increase in auto theft recoveries:

  • California increased 35 percent
  • Colorado increased 20 percent
  • Washington State increased 25 percent

With the Fourth of July holiday approaching, LoJack and CalAmp urge drivers to take these simple precautions:

  • Try to park your car in well-lit areas or within range of security cameras
  • Don’t leave valuables in plain sight in your vehicle
  • Double check to make sure your vehicle is locked
  • Don’t leave windows or sunroofs cracked and don’t leave your car running unattended
  • Be mindful of where you leave your keys or key fob; don’t leave a spare key in the vehicle

“It’s clear that auto thieves have been hard at work during the pandemic,” said Justin Schmid, senior vice president, general manager of LoJack Global. “The cost of losing a vehicle to theft during a time like this where many people have lost their jobs and income builds on already elevated stress levels and an experience that no one wants to face. It’s important to LoJack and CalAmp that we share the facts and equip Americans with solutions that protect their families and bring peace of mind during an already chaotic time.”

Stories across the U.S., including a nurse in Boston who had her car stolen in April from her driveway while between shifts at the local hospital, remind us that no one is immune. With COVID-19 continuing to impact communities, auto theft should be the least of one’s worries, including frontline workers. Between their telematics-based connected car app SureDrive™ and the traditional LoJack® System technology, LoJack offers a variety of solutions to protect vehicles and provide additional support for drivers, with features including:

  • Stolen Vehicle Location Assist: Provides trained U.S.-based agents to coordinate directly with law enforcement to help track and locate a stolen vehicle.
  • CrashBoxx: Sends instant crash alerts to loved ones with trained U.S.-based agents available to help provide timely assistance and facilitate emergency response
  • Tripwire Early Warning: Enables proactive monitoring and alerts consumers of unexpected car movement, such as when towed or stolen.
  • Virtual Boundaries: Allows consumers to set easily configurable boundaries that send notifications when loved ones arrive at their destination.
  • Destination Search: Displays integrated and searchable landmarks such as emergency rooms, gas stations, car washes, or other key destinations.
  • Where’s My Car: Delivers real-time location of your vehicle, whether driving or parked.
  • Speed Alerts: Enables parents to set a speed threshold and receive alerts if a teen driver or other loved one goes faster than they should

The LoJack Stolen Vehicle Recovery System consistently delivers a 90% plus recovery rate on cars, trucks, and SUVs, and over $1 billion worth of LoJack-equipped vehicles have been recovered in the U.S. alone*.

“We are committed to supporting families with innovative solutions that protect their vehicles and loved ones, consistent with the proven LoJack brand promise of safety and security for the road ahead,” said Schmid.

*LoJack® unit activation is contingent upon the vehicle being located within LoJack’s SVRU coverage area that spans counties across 29 states throughout the U.S. and the District of Columbia. You may find LoJack’s coverage areas at www.lojack.com/coverage or by calling 1-800-4-LoJack. Used car values are best estimates derived from NADA Guide web services values and clean retail value from NADAGuides.com for the make, model and year of the vehicle in the month it was recovered.

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