XTL Biopharmaceuticals to acquire web data company The Social Proxy

XTL Biopharmaceuticals announced that it has entered into a binding term sheet with The Social Proxy, a web data company. Pursuant to the Term Sheet, the company will acquire all of the issued and outstanding share capital of Social Proxy on a fully diluted basis in exchange for the issuance by the company to the shareholders of the Social Proxy, by way of a private placement, such number of ADS’s of the company, representing immediately after such issuance, 44.6% of the issued and outstanding share capital of the company and the payment of $430,000 to the shareholders of the Social Proxy. The proposed Transaction is part of the company’s strategy to expand its assets portfolio with high potential assets. In order to support the ompany’s financial needs and in order to complete the Transaction, the company has secured a commitment of an investment at an amount of $1.5M through a private placement to be consummated upon the closing of the Transaction. In exchange for the investment in the Private Placement, the investors will be issued 1,500,000 units consisting of one ADS and one warrant, such warrant may be exercised during a period of five years from its issuance into one ADS at an exercise price of $1.20 per warrant. The Investment is conditioned upon obtaining shareholders’ approval as Alexander Rabinovich, a 23.5% shareholder and a director of the company, is one of the investors in this Private Placement. Social Proxy will operate as fully owned subsidiary of the company and its shareholders will be entitled to appoint two representatives to the company’s board of directors out of a total of up to seven directors. The completion of the Transaction is subject to negotiation of definitive agreements, containing representations, warranties and covenants as well as the satisfaction of various conditions required prior to closing, all as are customary for transactions of this nature, including, without limitation, the satisfaction of the company, in its sole discretion, of a due diligence into Social Proxy, the approval of the Transaction by the company’s shareholders and receipt of necessary government or third-party approvals, if required.