Interactive Systems Worldwide Inc has signed a letter of intent (LOI) with Shantech Inc. under which the two companies will enter into a non-exclusive agreement that will see ISWI’s products marketed in a number of Asian gaming markets. The deal includes strategic investments and incentive bonuses which could result in Shantech becoming a controlling shareholder in ISWI.
Under the terms of the LOI, Shantech would provide marketing and business development services and receive commission fees based on the revenue resulting from its efforts. The company would be responsible for meeting all marketing expenses.
As part of the contemplated transaction, Shantech would make a strategic investment of $2 million in ISWI and would receive common stock at a 20% discount to the closing market price with a maximum limit of 2.4 million shares.
In addition to the commission fees, Shantech would also receive incentive bonuses in ISWI equity, subject to shareholder approval, for achieving certain revenue targets during the term of the agreement.
These revenue targets require a minimum of $10 million in revenues with at least 25% net profit during the first 12 months following the agreement, with a minimum of $30 million in revenues and at least 25% net profit during the first 24 months.
The combination of strategic investments and incentive bonuses, if achieved, would likely result in Shantech becoming a controlling shareholder of ISWI.
Bernard Albanese, CEO of ISWI said: “This is an exciting day for ISWI. The proposed agreement is an opportunity to enter Asia’s substantial and growing gaming marketplace. Suneel Sawant, the founder and CEO of Shantech, has an impressive track record of creating value through the development of meaningful strategic relationships in Asia.”
Suneel Sawant, CEO of Shantech said: “We are excited at the prospects of establishing a relationship with Interactive Systems and the opportunities presented by this relationship. We believe that our network in certain Asian markets complements Interactive Systems’ unique product line and that by working together, we will be able to expand ISWI’s geographic reach.”
The non-binding LOI is subject to several conditions including the entering into a definitive agreement by the parties, completion of mutually satisfactory due diligence, satisfaction of appropriate representations and warranties, and obtaining shareholder approval amongst other considerations.
The term of the marketing agreement will be for 24 months, with a definitive agreement expected to be signed before 90 days.
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