LITTLE ROCK, Ark. and NEWPORT BEACH, Calif., March 18, 2019 (GLOBE NEWSWIRE) -- Inuvo, Inc. (NYSE American: INUV), a leading provider of marketing technology, powered by artificial intelligence that serves brands and agencies, and ConversionPoint Technologies Inc., a privately held eCommerce technology company, today announced an update on various matters relating to the pending acquisition of Inuvo, Inc. (the “Transaction”). As previously disclosed, the Transaction is structured to be effected through a newly created holding company, ConversionPoint Holdings, Inc., whereby Inuvo and ConversionPoint Technologies will become wholly-owned subsidiaries of ConversionPoint Holdings.
The closing of the Transaction is subject to certain customary and other closing conditions, including (i) the declaration of effectiveness of a registration statement on Form S-4 by ConversionPoint Holdings, (ii) a requirement that ConversionPoint Holdings raise a minimum of $36 million of gross proceeds from the issuance of equity and/or debt, a portion of which would be used to fund the cash portion of the Transaction, and (iii) the approval of the stockholders of ConversionPoint Technologies and Inuvo.
On December 17, 2018, ConversionPoint Holdings filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) in connection with the Transaction. On March 15, 2019, ConversionPoint Holdings filed an amendment to the registration statement on Form S-4 to address SEC comments and to include audited financial statements for each of Inuvo and ConversionPoint Technologies for the year ended December 31, 2018. Following the declaration of effectiveness of the registration statement on Form S-4, ConversionPoint Technologies and Inuvo will each mail the joint proxy statement/prospectus included in the registration statement on Form S-4 to their stockholders for consideration and approval at their respective stockholder meetings.
The amended registration statement on Form S-4 containing the joint preliminary proxy statement/prospectus is available through the SEC's website by searching the filings of “ConversionPoint Holdings, Inc.” at www.sec.gov or navigating to https://www.sec.gov/Archives/edgar/data/1761369/000161577419004122/s116694_s4a.htm.
Although the companies have not yet formally determined the dates of their stockholder meetings, the companies currently expect to hold their meetings, and, upon the satisfaction or waiver of the closing conditions, close the Transaction, in the second quarter of 2019.
About Inuvo Inuvo®, Inc. (NYSE American: INUV) is a market leader in artificial intelligence, aligning and delivering consumer-oriented product & brand messaging strategies online based on powerful, anonymous and proprietary consumer intent data for agencies, advertisers and partners. To learn more, visit www.inuvo.com.
About ConversionPoint Technologies ConversionPoint Technologies is a privately held e-commerce technology company changing the way brands, advertisers and agencies connect with, acquire and retain customers. Powered by AI-enabled media optimization, CRM, and robust post-purchase platforms that automate product delivery and remarketing, ConversionPoint offers proprietary technologies to increase conversions, lifetime customer value, and return on ad spend. ConversionPoint focuses on the non-Amazon channels, including Walmart.com, Shopify.com, and BigCommerce.com. To learn more about ConversionPoint, visit www.ConversionPoint.com.
Forward-Looking Statements This communication contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the anticipated timing, completion and effects of the proposed acquisition between ConversionPoint Technologies, Inuvo and ConversionPoint Holdings. These statements are based on management's current expectations and beliefs, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements about the anticipated completion of the merger; future financial and operating results; future regulatory filings; and other statements regarding the proposed transaction. Forward-looking statements may contain words such as "will be," "will," "expected," "anticipate," "continue," or similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of the ConversionPoint Technologies or Inuvo stockholders to approve the proposed acquisition; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees, customers and suppliers; the ability of ConversionPoint Holdings to obtain the required $36 million in financing upon commercially reasonable terms, including risks that the financing values the equity of ConversionPoint Holdings less than the estimates of equity valuation set forth herein; the risk that a condition to the closing of the merger transaction may not be satisfied on a timely basis or at all; the failure of the proposed merger transaction to close for any other reason; risks relating to the value of the ConversionPoint Holdings shares to be issued in the transaction; risks relating to the ability of ConversionPoint Holdings to list its shares on The NASDAQ Capital Market and The Toronto Stock Exchange; courts adjudicating ongoing litigation related to the Transaction may disagree with Inuvo’s and ConversionPoint Technology’s position that the ongoing lawsuits are without merit and may make decisions or rulings that impact, delay or prevent the closing of the Transaction, and other factors, including but not limited to the “Risk Factors” set forth in the most current Form 10-K, Form 10-Q and 8-K reports filed by Inuvo with the SEC and the registration statement on Form S-4 filed by ConversionPoint Holdings with the SEC. All forward-looking statements are based on management's estimates, projections and assumptions as of the date hereof, and ConversionPoint Technologies and Inuvo are under no obligation (and expressly disclaim any such obligation) to update or revise their forward-looking statements whether as a result of new information, future events, or otherwise.