Benzinga | May 12, 2021 07:01AM EDT

Versus Systems To Acquire Xcite Interactive For $19M

Versus Systems Inc. ("Versus" or the "Company") (NASDAQ:VS) (FRANKFURT: BMVB) today announced that they have entered into a definitive agreement with Xcite Interactive ("Xcite") to acquire 100% of Xcite's capital stock.

Xcite is a world leader in interactive audience engagement, having worked with over 150 professional teams across the NFL, NBA, NHL, and MLB as well as the World Cup, Formula1, and other live events worldwide. Xcite has ongoing relationships with dozens of teams and content partners that will now be able to access Versus patented rewards platform inside their apps, streams, and broadcasts. The newly developed XEO platform will offer fans the ability to interact with their favorite shows, games, and events, winning rewards and prizes from their favorite brands.

The XEO platform featuring Versus prizing was recently beta tested during the Canelo Alvarez - Billy Joe Saunders middleweight title fight held at the AT&T stadium in Dallas, Texas on May 8th. That test showcased Keurig Dr. Pepper brand Crush as well as Canelo Alvarez himself. Fans on the test platform were able to win everything from signed boxing gloves to DAZN codes to watch the fight to Crush soda in the first test of the Versus-Xcite platform in the market.

"This merger will allow us to build the next generation of audience engagement products," said Matthew Pierce, CEO of Versus. "Versus will take its patented rewards, advertising, and engagement tools and add them to Xcite's XEO platform - bringing rewards and engagement to broadcasters, streamers, teams, live events, and recorded media. Audiences will be able to win real rewards while watching their favorite games, teams, streams, and live events - on any device. With the new suite of products enabled by this acquisition, brands win, broadcasters win, teams win, and fans win too."

"Adding Versus to XEO is going to add so much value to TV and streaming," said Sean Hopkins, founder and Chief Product Officer of Xcite. "We're already working with over 150 professional sports teams and being able to bring our complete engagement platform to all kinds of broadcasters, Influencers and teams will improve the experience for fans, for brands, and for our content partners. The power of our enhanced platforms will redefine fan engagement for years to come."

The definitive agreement calls for Versus to purchase 100% of Xcite for USD $19 million in Versus stock less a net working capital adjustment, as described in the definitive agreement, and a $2.25M retention pool for Xcite employees. Xcite will be a wholly-owned subsidiary of Versus Systems with Matthew Pierce, Versus CEO, and Craig Finster, Versus President and CFO, taking on those same roles at the subsidiary. The Versus Board of Directors will also become the Xcite board.

Versus will issue, in exchange for all of the outstanding equity interests in Xcite, an aggregate amount of share consideration of up to 2,011,163 shares of Versus's common stock, valued at $7.9109 based on the volume weighted average price of the Versus Systems shares that trade on Nasdaq with the ticker symbol VS over the 20 consecutive trading days ending on the date two days prior to the date of signing, andcash consideration of up to approximately $130,799, subject to certain adjustments as set forth in the definitive agreement.

The closing of the merger is subject to certain material conditions, including the accuracy of the representations and warranties of the parties to the definitive agreement, the performance by the parties with the covenants and agreements contained in the definitive agreement, the absence of any pending or overtly threatened legal proceeding challenging the consummation of the merger or any material adverse effect on the part of Xcite, and, the approval of Xcite's stockholders, the execution of employment offer letters by certain of Xcite's key employees, and the approval of the shares to be issued in the merger for listing on Nasdaq. Clark Hill PLC is serving as legal counsel to Xcite on the transaction.