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Lingo Media and Schoold to tie the knot in all-stock merger

Schoold is the leading mobile app for getting trusted advice on applying to university in the United States.
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Schoold will end up with 50% of the equity of the merged entity

The merger of equals between Lingo Media Corp (TSE:LM) and Vested Finance Inc, developer of the Schoold mobile college marketplace app, is to go ahead.

The two education technology specialists have entered a definitive agreement to merge through a one-for-one all-stock transaction.

Assuming shareholders agree, the merged company will take on a new name, yet to be determined.

The company is also seeking permission from shareholders to increase the size of the board from six to seven directors.

Schoold intends to complete a financing and convertible debt for minimum aggregate gross proceeds of $4,700,000, $850,000 of which has already been raised.

Schoold is expected to issue convertible debt and subscription receipts ultimately convertible into Lingo shares at a minimum price of $0.40 per Lingo share; Lingo shares currently trade at C$0.325.

The merger brings together the proven student-focused English language learning capabilities of Lingo and the app-based mobile messaging and coaching services of Schoold.

Lingo said the combination of the two complementary companies creates a global platform for engaging, recruiting and coaching students, as well as helping colleges to ensure international students succeed in English.

The operational efficiencies and scale that are expected to result from the merger include the ability to provide best-in-class English language learning resources to students through Schoold's network of more than 3,000 universities.

"This is the right combination for students and our college and university clients," said Michael Kraft, president and chief executive officer (CEO) of Lingo Media.

"It brings together proven language, engagement and engineering expertise in a platform that anticipates the needs of tomorrow's undergraduates. This will enable the new combined company to better serve a fast-growing need in higher education for cost-effective ways to find and serve more engaged, better qualified students from all over the world -- to drive our growth and shareholder value," he added.

Joe Ross, the CEO of Schoold, indicated the combination would be welcomed by higher education institutions.

“When it comes to finding and retaining engaged learners -- especially those for whom English is a second language -- colleges need help of the kind Lingo and Schoold are best qualified to provide," Ross said.

Lorne Abony, the chairman and controlling shareholder of Schoold, said the deal would accelerate the individual commercial success of each company.

"By combining technology platforms and the ability to engage a broad range of both domestic and international students, the new company will have even more to offer university programs that face increasing competition for applicants," Abony said.



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