MONTREAL, Oct. 01, 2020 (GLOBE NEWSWIRE) — ATW Tech Inc. (the “Company” or “ATWTech“) (TSX-V: ATW) is pleased to announce the signing of a letter of intent for a $1,500,000 private placement through the issuance of 30,000,000 common shares of the Company (the “Shares“) at a price of $0.05 per Share (the “Private Placement“). This Private Placement replaces the private placement that was announced by the Company on February 12, 2020. The Private Placement is expected to close on or around October 23, 2020.
The proceeds of the Private Placement will be used by ATW Tech, for its own benefit and that of its subsidiaries, to integrate into its structure Semeon Analytics Inc. (“Semeon“), a company to be acquired in connection with the acquisition contemplated below; to pay for the costs of the Semeon acquisition; to develop ATW Tech’s and Semeon’s products; and to commercialize Semeon’s and ATW Tech’s products.
The Shares issued under the Private Placement will be subject to a four-month restricted trading period in accordance with applicable securities legislation. In addition, the Private Placement is subject to the approval of the TSX Venture Exchange.
Acquisition of SemeonAnalytics Inc.
The Company also announces the signing of a letter of intent to acquire all of the outstanding shares of Semeon for an aggregate purchase price of $2,880,000 (the “Transaction“). Subject to some adjustments, this price will be payable by the issuance to the vendors of 57,600,000 Shares (the “Purchase Price“). The Purchase Price may be adjusted with the issuance of a maximum of 1,500,000 additional Shares, for an additional consideration of $75,000 (the “Adjustment“), following the due diligence review of the Company and to the extent that Semeon will have paid all of its debts prior to the closing of the Transaction. The Transaction is expected to close on or around October 23, 2020.
Incorporated since May 1, 2020, the company, now known as Semeon Analytics Inc., was created to acquire the intellectual property, employees and other assets of a high-potential technology company and to continue its activities. Following the acquisition, Semeon became the exclusive owner of all rights related to the development and exploitation of a unique technology combining semantics, artificial intelligence and machine learning. The assets that were purchased generated revenues of $334,160 in 2019. As at August 31, 2020, according to its own unaudited financial statements, Semeon recorded assets of $889,217 and liabilities of $1,050,528, the latter of which must be fully repaid before the closing, so that Semeon will be acquired free of any debt. In addition, for the period from May 4, 2020 to August 31, 2020, Semeon recorded net proceeds of $5,000.
Michel Guay, President and Chief Executive Officer of ATW Tech, stated: “The completion of this private placement of shares is an important sign of confidence in ATW Tech’s growth potential. In addition, one of the major impacts of the acquisition of Semeon is that it will allow us to support our strategic plan that puts data processing at the core of our business and is among many other notable achievements and exciting announcements to come in the coming months. In doing so, we are committed to remain focused on creating shareholder value.”
As Mr. Louis Lessard, a director of the Company, is also a shareholder of Semeon, the latter is considered to be a “related party” to ATW Tech within the meaning of Regulation61-101 Respecting Protection of Minority Security Holders in Special Transactions (Multilateral Instrument61-101, Protection of Minority Security Holders in Special Transactions) (“Regulation61-101”). The Transaction constitutes a “related party transaction” within the meaning of Regulation 61-101. The Transaction is exempt from the formal valuation and minority approval requirements of Regulation 61-101, as neither the fair market value of the Transaction nor the consideration for the Transaction regarding Mr. Lessard exceed 25% of the market capitalization of the Company. The Transaction will, however, require the approval of a majority of the Company’s shareholders pursuant to the policies of the TSX Venture Exchange. As part of the Transaction, Mr. Lessard will receive, with the Adjustment, through a holding corporation, around 16,054,000 Shares and, following closing, will be the ultimate shareholder of 8.4% of the outstanding Shares of the Company. In addition, the Transaction has been approved by the independent directors of the Company. The investors are not related to or acting in concert with the vendors of Semeon (the “Vendors“) and the Company. The Vendors deal at arm’s length with the Corporation, with the exception of Mr. Lessard. In addition, the Vendors are not acting in concert with each other. Furthermore, one of the investors in the Private Placement will have the right to appoint a director for ATW Tech.
For its services provided in connection with the Private Placement, Services Conseils Optimista Inc. (“Optimista“) will receive 2,400,000 Shares and $60,000 as a finder’s fee for services rendered in connection with the Transaction. For services rendered to the Company in connection with the Private Placement, Optimista will receive $60,000. Optimista deals at arm’s length with ATW Tech, the Vendors, Semeon and the Private Placement investors.
The Transaction is subject to the approval of the TSX Venture Exchange. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SEMEON’S PROFILE
Semeon is a Quebec-based technology company that has developed an artificial intelligence technology. Over the past 5 years, Semeon has combined techniques of semantic, sentiment, intent and statistical analysis with artificial intelligence driven natural language processing systems to develop a platform capable of automatically analyzing, classifying and visualizing data from multiple channels and a powerful workbench suite which permits even non-experts to customize classification and filtering settings without the need for cumbersome rule sets. Semeon provides its clients with a platform for precise text analysis, intelligent and flexible for decoding, understanding, and summarizing customer feedback on specific elements. For this purpose, Semeon’s natural language text analysis technology allows to browse through thousands of customer comments, to extract the concepts expressed, to classify these as positive, negative or neutral opinions, so that companies or organizations can adjust their communication and marketing strategy in an informed and diligent manner.
Whether it is an acceleration of customer feedback processing, the identification of key parts in a supply chain or key elements in financial forecasting models, among others, Semeon ensures gains in analysis speed allowing critical decision making in minutes or hours rather than weeks or months.
ATW TECH’S PROFILE
ATW Tech (TSX-V: ATW) is a financial technology company (“fintech”), owner of several recognized technology platforms such as VoxTel, Option.vote and Bloomed. VoxTel specializes in telephone billing and alternative payment solutions for fixed and mobile lines. Option.vote offers a customized multi-method voting system for unions, political parties, professional associations and anyone looking for a secure way to reduce their voting costs and improve their participation rate. Bloomed is a cloud computing platform for managing smart data on consumers and their behaviors for both business and consumer-oriented campaigns.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward-looking. These statements include those relating to the Transaction, the closing date of the Transaction, the potential impact of the acquisition on the Company, the ability of the Company to raise funds in connection with the private placement and the use of the proceeds raised in connection with said private placement. Although the Company believes that such forwardlooking statements reflect expectations based on reasonable assumptions, it cannot guarantee that its expectations will be realized. These assumptions, which may prove to be inaccurate, include, but are not limited to, the following:
(i) All the conditions of the transaction will be met. In particular, ATW Tech will perform satisfactory due diligence on Semeon‘s operations, finances, legal status and other matters; (ii) ATW Tech and Semeon‘s shareholders will be able to negotiate and conclude a purchase agreement and other documents related to the transaction; (iii) ATW Tech will obtain the necessary regulatory approvals for the acquisition of Semeon on commercially reasonable terms; (iv) The acquisition of Semeon will enable ATW Tech to realize the anticipated synergies; (v) ATW Tech’s officers will not set or achieve any other strategic objectives using the proceeds of the Private Placement. The factors that may affect the achievement of the expected results include (i) The discovery in the due diligence process of elements unfavorable to Semeon that would prevent ATW Tech from proceeding with the purchase; (ii) The failure of negotiations between the parties with respect to final documentation; (iii) The Company’s inability to realize the anticipated synergies for any reason or due to technical issues that prevent the integration of Semeon‘s systems with those of ATW Tech; (iv) The Company’s inability to effectively use the proceeds of the private placement; (v) The Company’s inability to obtain the regulatory approvals necessary for the acquisition or the private placement; (vi) Labor disputes or the occurrence of similar risks; (vii) ) a deterioration in the financial market conditions that prevent the Company from raising the required funds in a timely manner, and (viii) the Company’s inability to develop and implement a business plan in general and for any reason whatsoever. A description of the risks affectingthe Company’s business and activities appears under the heading “Risks and Uncertainties” on pages12to 13 of ATW Tech’s 2019annual management’s discussion and analysis, which is available onSEDAR at www.sedar.com. No assurance can be given that any events anticipated by theforward-looking information in this press release will transpire or occur, or if any of them do, the benefits that ATW Tech will derive therefrom. In particular, no assurance can be given as to thefuture financial performance of ATW Tech. ATW Tech disclaims any intention or obligation to update orrevise any forward-looking statements in order to account for any new information or any otherevent. The reader is warned against undue reliance on these forward-looking statements.
Additional information regarding ATW Tech is available on SEDAR www.sedar.com
The proceeds of the Private Placement will be used by ATW Tech, for its own benefit and that of its subsidiaries, to integrate into its structure Semeon Analytics Inc. (“Semeon“), a company to be acquired in connection with the acquisition contemplated below; to pay for the costs of the Semeon acquisition; to develop ATW Tech’s and Semeon’s products; and to commercialize Semeon’s and ATW Tech’s products.
The Shares issued under the Private Placement will be subject to a four-month restricted trading period in accordance with applicable securities legislation. In addition, the Private Placement is subject to the approval of the TSX Venture Exchange.