|Traffic Logic (aka: Infosearch Media) to Merge with MAC Worldwide, Inc|
Taking prep moves to go public
|In consideration for the Merger, the holders of Trafficlogic common stock and options will receive 17,500,000 shares of common stock of the Registrant, representing approximately 50.36% of the shares of Registrant after giving effect to the Merger, and the sale of shares in the PPO. |
In consideration of the Merger, the holders of Registrant's common stock will retain 14,000,000 shares of common stock representing approximately 40.29% of the shares of Registrant after giving effect to the Merger and the sale of shares in the PPO.
In consideration for the PPO, after giving effect to the Merger, and the sale of all the shares in the PPO, the investors in the PPO will own 3,250,000 shares of common stock of the Registrant representing approximately 9.35% of the shares of the Registrant.
The total shares outstanding after giving effect to the Merger and the sale of shares in the PPO will be 34,750,000 common stock of Registrant. All share numbers and percentages are on a diluted basis.
<impatient question deleted>
...who is MAC Worldwide?
I'm surprised this happened so quickly. This is a reverse merger. InfoSearch media picked up a public shell and rolled themselves into it to create liquidity. People will be able by buy shares of this new company at the end of the month.
The 2 important statements:
|...Registrant will have closed a private placement offering (a "PPO") whereby Registrant will offer and sell 3,250,000 shares of the Registrant's common stock at purchase price of $1.00 per share. |
|...In consideration for the Merger, the holders of Trafficlogic common stock and options will receive 17,500,000 shares of common stock. |
So - am I reading this right? On paper, it's worth $17mil?
wow, I remember working with those guys when they were just Trafficlogic...that's awesome
MAC Worldwide is a public company out of New York City. The two companies are merging but the new name of the company will be Infosearch Media, Inc. and MAC Worldwide will basically go away. This means that Infosearch Media will now be a public company, similar to Marchex, which went public earlier this year.
All told, I think the valuation is 34 million.
More info [sec.gov]
That's all I know right now.
Ok - so $17 * 2 = $34mil eval. Makes sense.
Good luck to all participants.
17+14+3=34 Close enough though Brett. I can't read legalise either. Greek and Latin sure. Lawyers writing in English, no way. Lawyers are never taught the meaning of "concise".
>> reverse merger
Quickest way to bring a company public i think ...I ve seen public (OTC/pinksheet) shell companies for sale as low as $25k and with some additional 30-60k legal fees its possible to make a company public ...Really Facinating Stuff!
Someone comparred them to Marchex. Does Infosearch acquire high-end domains like Marchex does?
This has been going on for a while. My broker offered me a bunch of shares. They made 10 million profit this year and expect to make 20 million next year.
Shells can be a real mess. I have seen most of these go bad (very few great success stories)
|They made 10 million profit this year and expect to make 20 million next year. |
I believe it. I just recommeded a client to signup with them for a CPA based deal. It makes sense for my client and InfoMedia is making some good money. Multiply my 1 client by hundreds or thousands of clients & you start talking about some real money ;)
The business model is certainly not without risk. When they went to the ArticleInsider.com model earlier this year, they initially did quite well in Google but eventually fell off the cliff with Yahoo because of the 301 redirects. Then AI grew too quickly for their inbound links and towards the end of the summer, they started to lose their Google rankings. With the last Yahoo reindexing (and due in some part to Y fixing their 301 redirect issue), they are now all over the organic listings again. I suspect they will eventually come back up on Google at some point and they fully intend to acquire other properties (with good PR) to continue to prop up AI.
The issue I have with them is that the 2nd, 3rd, or 4th customer they bring on for a specific keyword may not get the results for the deposit they are putting up. Google SERP will return only the top two results from AI. Yahoo SERP will return mutliple results on the first page.
Example: Las Vegas Widgets - right now our AI listing has 4 of the top 10 results for this SERP in Yahoo. When we had the Google SERP this summer, we were limited to the 2 of 10 organic listings.
Clients that will come in and buy a campaign based on Las Vegas Widgets will not rank higher than the first sponsor for a SERP. The older content will have the edge (after the freshbot effect) and the new clients, I believe, IMHO, will not see the results that their current clients have.
Can you sustain the growth of a company when you are completely dependent on Google, Yahoo, and MSN for their organic results. That's the most valuable territory and that's what we're all fighting for.
Articleinsider.com has a few hundred copywriters so different experts sometimes write about the same topic. However, categories are capped out after awhile since there is only so much to write about a certain subject. The quality of the content can be compared to About.com for quality and depthness.
Also, a lot of the revenue comes from selling content to advertisers for their own websites, which pretty much opens up the universe in terms of market share. There is a subscription based model which allows advertisers to continually add more fresh content to their site.
Articleinsider is the content network, but the professional copywriting service opens up their service to every business with a website who needs more content for their site. The business model is not dependant on articleinsider or search engine traffic. There are no plans to buy other properties at all right now.
In my opinion, there is little difference between this model and About.com's model. If the content ranks high in the search engines, it does so on its own merit. About.com also has listings all over the search engines, but they have good information there so it makes sense that they would be since thats what people are looking for.
It's a reverse merger. It't not that expensive to do, and it is similiar to what Bidville did. It's an attempt to go public, raise money, and hope to G-d that they can somehow make the requirements to jump over to the NASDAQ within a couple of years. Many have tried, only few have succeeded. The original MCI did it. So did Trump & Turner. Those are the successful ones, most are not though.
I definitely have a vested interest in the success of this endeavor. ;) Fortunately, I have great faith in the team that's working on this deal. They've successfully done it before.
I agree that there are risks, but there are risks with any business. Have to take a few risks to succeed. The key is minimizing the risks. So... you diversify revenue streams, research new revenue streams, maximize current revenue streams, etc. The majority of all startups fail. The way I look at it, we got past one hurdle. Now we face another. The best any business can do is put together the best possible team they can to face the challenges they'll meet.
All businesses have two options; success or failure. The degree of that success or failure is generally dependent upon the expertise and determination of the people involved and their desire to continuously make improvements. In this case, the public will be the ultimate judge. The only certainty is that the success or failure, will be public knowledge. ;)
I'm counting on success. Not just for me, but for the hundreds of other people employed by the company. In a year, I guess we'll all know how it comes out. :)