Wi2Wi Completes Acquisition of Assets of Precision Devices, Inc.
Toronto, Ontario (FSCwire) - Wi2Wi Corporation ("Wi2Wi" or the "Company") is pleased to announce the completion of the previously announced acquisition of certain assets and trade liabilities of Precision Devices, Inc. (“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”) pursuant to an asset purchase agreement dated October 2, 2014 (the “Purchase Agreement” and together, the “Transaction”).
In consideration for the Purchased Assets, the Company (i) issued 4,461,353 common shares in the capital of the Company, representing 5% of the outstanding common shares as of November 4, 2014, to LaSalle Capital Group II-A, L.P., (“LaSalle”), a senior secured lender to Precision, in trust for Precision and (ii) granted a US$2.5 million secured subordinated convertible debenture (the “Debenture”) to LaSalle, in trust for Precision. The Debenture will mature October 1, 2015 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) at the time of conversion, and could result in up to issuance of additional 11,289,000 shares.
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Proforma Balance Sheet of Company after date of acquisition (in USD) |
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Assets |
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Current Assets |
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Cash |
$ |
366,848 |
|
Trade accounts receivable |
4,786,729 |
|
|
Inventories |
3,511,173 |
|
|
Deferred inventory costs |
214,431 |
|
|
Investment in Legend Oil and Gas |
134,101 |
|
|
Funds held on sale of Legend Oil and Gas shares |
162,459 |
|
|
Prepaid expenses and other current assets |
|
179,868 |
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Total current assets |
9,595,609 |
|
|
Property and Equipment, Net |
|
3,839,354 |
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Total Assets |
$ |
13,434,963 |
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Liabilities |
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Current Liabilities |
||
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Accounts payable |
$ |
3,845,663 |
|
Senior bridge loans |
150,000 |
|
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Convertible debenture |
|
2,500,000 |
|
Note payable |
500,000 |
|
|
Promissory notes |
610,000 |
|
|
Payable to preferred shareholders |
296,560 |
|
|
Accrued liabilities |
2,142,402 |
|
|
Deferred revenue |
388,943 |
|
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Total current liabilities |
|
10,433,568 |
|
Total liabilities |
|
10,433,568 |
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Equity (Deficit) |
||
|
Common shares – no par value (Note 16) |
$ |
24,193,703 |
|
Contributed surplus |
3,421,400 |
|
|
Accumulated deficit |
|
(24,613,708) |
|
Total shareholders’ deficit |
|
3,001,395 |
|
Total Liabilities and Shareholders’ Deficit |
$ |
13,434,963 |
Dr. Hans Black, Chair of the Company’s Board of Directors, added “This is a great fit for Wi2Wi and it enables the team to create shareholder value and propel the company forward. This is consistent with Wi2Wi’s strategy to make tactical accretive acquisitions to move in as a full-fledged wireless integration solutions provider in the growing M2M and IoT space.”
Precision’s customers include Tier 1 customers in the avionics, military and telecommunications industry and generated revenues of USD$16.3 million in 2013.
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, 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), and 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:
Zach Mathews
Chief Executive Officer
408 416 4202
zach@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 the 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.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/wi2wi11142014.pdf
Source: Wi2Wi Corporation (TSX Venture:YTY) http://www.wi2wi.com/
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