Montreal, December, 21, 2021 – ATW Tech Inc. (the “Company” or “ATW”) (TSX-V: ATW) is pleased to announce the signing of a letter of intent to acquire all of the issued and outstanding securities of a technology company (the “Target”) powered by artificial intelligence in the field of customer experience management (the “Transaction“). For commercial and confidentiality reasons, ATW will not disclose the name of the Target until a definitive agreement has been reached.
The base purchase price payable for the Acquisition is $8,150,000 (the “Purchase Price”), consisting of a combination of (i) $4,250,000 in cash, (ii) the assumption by ATW, as of closing, of the Target’s debt estimated at $1,500,000 and (iii) $2,400,000 in common shares of ATW (“Shares“) at a price to be based on the greater of: (A) the average trading price of the Shares on the TSX Venture Exchange for the 10 trading days immediately preceding the closing date and (B) the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange) on the day prior to the closing date. The Purchase Price is subject to customary post-closing adjustments for working capital, transaction expenses and net debt. The Transaction and the Purchase Price also remain subject to due diligence by ATW. The Transaction is at arm’s length and no finder’s fee is expected to be paid by ATW in connection with the Transaction.
The Target offers advanced customer experience management solutions built on years of research and technology experience. Thanks to its 360 omni channel platform, it enables the continuous management of the brand experience, customer experience and employee experience. the Target’s platform thus complements ATW’s current offering for Voice of the Customer and Customer Engagement solutions. With a log book over CAD $ 5,000,000 in 2022, the Target expects significant revenue growth by 2024 through its high recurrence SaaS business model.
Michel Guay, President and CEO of ATW Tech, declared: “One of the major impacts of the Target acquisition is that it allows us to support our strategic plan, which is to develop a comprehensive suite of customer-centric solutions, while maximizing cross-selling synergy within ATW companies. This acquisition is one of several notable achievements to come in the coming months, which demonstrate our commitment to creating shareholder value ”.
The Transaction should be concluded no later than April 15, 2022; it is subject to a certain number of closing conditions, in particular the completion of the Private Placement (defined below) and the approval of the TSX-V Venture Exchange.
The cash portion of the Purchase Price will be financed by a simultaneous private placement in the form of an offer of Shares for a maximum amount of $ 10,000,000 (the “Private Placement”). The price per Share issued under this Private Placement will be the greater of: (A) the average trading price of the Shares on the TSX Venture Exchange for the 10 trading days immediately preceding the closing date of the Transaction and (B) the Discounted Market Price (as such term is defined in the policies of the TSX Venture Exchange) on the day prior to the closing date of the Transaction. The Private Placement is expected to close on the closing date of the Transaction.
ATW TECH PROFILE
ATW Tech is a technology company, owner of several recognized technology platforms such as VoxTel, Option.vote and Semeon. VoxTel specializes in telephone billing and alternative payment solutions for fixed and mobile lines. Option.vote offers a customized multimethod 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. Semeon is a highly accurate and flexible text analysis platform for customer reviews, and uses a unique combination of machine learning and natural language processing (NLP) to discover significant trends in customer reviews across all channels.
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 forward‑looking 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 will perform satisfactory due diligence on the Target’s operations, finances, legal status and other matters; (ii) ATW and the Target shareholders will be able to negotiate and conclude a purchase agreement and other documents related to the transaction; (iii) ATW will obtain the necessary regulatory approvals for the acquisition of the Target on commercially reasonable terms; (iv) The acquisition of the Target will enable ATW to realize the anticipated synergies; (v) ATW’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 the Target that would prevent ATW 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 the Target’s systems with those of ATW; (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 affecting the Company’s business and activities appears under the heading “Risks and Uncertainties” on pages 11, 12 to 13 of ATW’s 2020 annual management’s discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do, the benefits that ATW will derive therefrom. In particular, no assurance can be given as to the future financial performance of ATW. ATW disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.
Additional information regarding ATW Tech is available on SEDAR www.sedar.com