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Intertainment completes acquisition of SaaS Technologies Inc.

M2 EQUITYBITES-October 20, 2011-Intertainment completes acquisition of SaaS Technologies Inc(C)2011 M2 COMMUNICATIONS http://www.m2.com

Intertainment Media Inc (TSX-V: INT.V) (OTCQX: ITMTF.PK) (Frankfurt: I4T.F) announced on Wednesday that it has completed the acquisition of SaaS Technologies Inc.

Ortsbo Inc, a subsidiary of Intertainment, had an exclusive agreement to license and purchase the SaaS technology that made up part of the Ortsbo platform since August 2010. This purchase of SaaS now makes Ortsbo the sole owner of all existing, in development and future technology, IP and patents related to the Ortsbo platform. The SaaS team will remain an integral part of the Ortsbo platform and continue to be actively engaged in the development and success of Ortsbo, the company said.

Intertainment acquired all of the issued and outstanding shares of SaaS pursuant to a share purchase agreement among Intertainment, Ortsbo and the sole shareholder of SaaS (the SaaS vendor) in consideration for a total purchase price of USD24.5m to be paid by way of cash and common shares of the company over a period of 24 months.

At closing, the SaaS vendor received USD4.5m in cash and 8,250,000 Intertainment shares at a deemed price of USD0.58 per Intertainment share, being the closing price per Intertainment share quoted on TSXV on 18 October 2011).

At closing the company also cancelled a promissory note issued previously by the SaaS vendor to it in the principal amount of USD500,000. In addition, Intertainment issued the SaaS vendor a non-interest bearing promissory note in the principal amount of USD5.0m, which shall be paid over a period of 24 months in eight equal instalments at the end of each calendar quarter following the closing date.

Further, Intertainment also issued the SaaS vendor 16,750,000 Intertainment shares at a deemed price of USD0.58 per Intertainment share to be held in escrow pursuant to a voluntary escrow agreement. The escrow agreement provides that the Intertainment shares will be released over a period of 24 months in eight equal instalments at the end of each calendar quarter following the closing date.

The share purchase agreement also provides that, in the event Intertainment disposes of Ortsbo, or Intertainment disposes of the Ortsbo software to a third party, within three years after the closing date, the SaaS vendor will receive 5% of the consideration, which may include cash and/or marketable securities, for such disposition received by Intertainment, net of the purchase price, which may be subject to regulatory approvals, including TSX Venture Exchange acceptance. The SaaS vendor will also receive 5% of the quarterly revenues of Ortsbo for a period of three years after the closing date.

Intertainment Media is a provider of media applications.

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Publication:M2 EquityBites (EQB)
Date:Oct 20, 2011
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