Wi2Wi Enters into Asset Purchase Agreement with Precision Devices, Inc.
October 02 2014 - 9:12PM
Business Wire
Wi2Wi Corporation ("Wi2Wi" or the "Company")
(TSX-V:YTY)is pleased to announce that it has entered into an asset
purchase agreement (the “Agreement”) with Precision Devices,
Inc. (“Precision”) pursuant to which Wi2Wi has agreed to
acquire certain assets and trade liabilities of Precision used in
connection with the design, manufacture, distribution, and sale of
Precision’s radio frequency products that include crystals,
oscillators, filters and a whole range of frequency controllers
(the “Purchased Assets”). Precision’s customers include Tier
1 customers in the avionics, military and telecommunications
industry.
Pursuant to the Agreement, the Company will purchase the
Purchased Assets at a price equal to (i) 4,461,353 common
shares in the capital of the Company, or such higher number of
common shares representing 5% of the outstanding shares on the
Closing date of the transaction; and (ii) US $2.5 million payable
in the form of a secured subordinated convertible debenture (the
“Debenture”). The Debenture will mature twelve (12) months
following the completion of the transaction and will bear interest
at the rate of 10.25% per annum payable on the maturity date of the
Debenture. Pursuant to the terms of the Debenture, Precision may
convert all or any part of the principal amount outstanding under
the Debenture into common shares in the capital of the Company
(each, a “Share”) at a conversion price of $0.25 per Share
and any accrued but unpaid interest thereon at the Market Price (as
defined in the policies of the TSX Venture Exchange
(“TSXV”)) at the time of conversion. Wi2Wi also granted the
holder of the Debenture a security interest against the Purchased
Assets.
“This is a great acquisition for Wi2Wi that has just recently
monetized a product line for US $2.5 million and reported a
turnaround in its operations and earnings. Precision had revenues
of US $19 million in 2013. It is highly accretive, providing a
boost to the revenues and a strategic fit for the new generation
SiP (modules) and subsystems that Wi2Wi intends to develop. The
addition of frequency controllers to our product mix greatly
enhances Wi2Wi’s product offering in the M2M and IoT space as a
wireless solutions provider, which is our specialty.”, said
Zachariah Mathews, Wi2Wi’s Chief Operating Officer.
Prakash Hariharan, Interim CEO and Vice Chair of the Company,
added “This is consistent with Wi2Wi’s strategy to make tactical
accretive acquisitions to move in as a full-fledged service
provider in the growing M2M space at the sub-systems level. In
addition to avionics and telecommunications, as a wireless
solutions provider, Wi2Wi will now be looking to make further
inroads in the infrastructure domain that include, among others,
smart grids and smart meters to leverage its technology and
existing customer relationships with Precision. These are exciting
times for the Company as a part of the turnaround process that
started earlier this year.”
Wi2Wi Chairman, Dr. Hans Black added “This is a great fit for
Wi2Wi and it enables the team to create shareholder value. We will
be looking to expand and enhance our product profile on an ongoing
basis in the M2M and IoT space.”
This transaction constitutes a Reviewable Transaction under TSXV
Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and
as such, completion of the transaction is subject to TSXV
approval.
Wi2Wi is a leader in industrial-class WiFi, WiFi-Bluetooth and
GPS system-in-a-package (SiPs). Wi2Wi focuses on industrial
(including Automotive), medical, infrastructure (including
smart-home/smart building) and government markets worldwide.
Wi2Wi’s products and value-added services provide highly
integrated, multifunctional wireless sub-systems as complete
wireless connectivity solutions for the Machine-to-Machine (M2M)
and portable device applications globally. The Wi2Wi product range
is designed for long life under a wide range of temperature
variables.
Precision Devices, Inc. is part of Avrio Technology Group, LLC.
Precision Devices, Inc. is a leading global developer and
manufacturer of frequency control and filter products. With an
established engineering heritage, Precision Devices, Inc. offers a
comprehensive range of precision engineered crystals, LC filters,
crystal filters, clock oscillators, voltage controlled crystal
oscillators (VCXOs), temperature compensated crystal oscillators
(TCXOs) and oven-controlled crystal oscillators (OCXOs). Precision
supports customers in a wide range of industry sectors including
avionics, space, defense, automotive, telecommunications and
consumer products.
For further information, please contact:
Prakash Hariharan
Vice Chairman & Interim CEO
416-861-2965
prakash.hariharan@wi2wi.com
Forward-Looking Statements: This news release contains certain
forward-looking statements, including management's assessment of
future plans and operations, and the timing thereof, that involve
substantial known and unknown risks and uncertainties, certain of
which are beyond the Company's control. Such risks and
uncertainties include, without limitation, risks associated with
delays resulting from or inability to obtain required regulatory
approvals, ability to access sufficient capital, the impact of
general economic conditions in Canada, the United States and
overseas, industry conditions, stock market volatility. The
Company's actual results, performance or achievements could differ
materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurances can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
benefits, including the amount of proceeds, that the Company will
derive there from. Readers are cautioned that the foregoing list of
factors is not exhaustive. Additional information on these and
other factors that could affect the Company’s operations and
financial results are included in reports on file with Canadian
securities regulatory authorities and may be accessed through the
SEDAR website (www.sedar.com).
Forward-looking statements are made based on management’s
beliefs, estimates and opinions on the date the statements are made
and the Company undertakes no obligation to update forward-looking
statements and if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable law.
All subsequent forward-looking statements, whether written or oral,
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these cautionary
statements. Furthermore, the forward-looking statements contained
in this news release are made as at the date of this news release
and the Company does not undertake any obligation to update
publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by applicable securities
laws.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For further information, please contact:Prakash Hariharan,
416-861-2965Vice Chairman & Interim
CEOprakash.hariharan@wi2wi.com
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