(TheNewswire)
Montreal, April 5, 2024 - ATW Tech Inc. (the" Company " or " ATW ") ( TSX-V: ATW ) announcesthe signing, as of today, of a letter of intent (the “ LOI ”) to acquirePublipage Inc. (the " Target " or " Publipage ")engaged in digital marketing and business solutions, activities thatare complementary to the activities of its subsidiaries (the" Transaction ") »). In order to proceed with this acquisition andfinance its commercial activities, ATW also announces that it intendsto raise a private placement and/or financing for a maximum amount of$7,500,000. The sources of this funding have not yet been identified.Finally, ATW announces the resignation of Mr. Michel Goyette, as ChiefFinancial Officer, and his replacement on an interim basis by Mr. GuyCamiré.
The Target
Publipage, also doing business as Lanla ( www.lanla.com ) is a growing society mainly held by Mrs. Hélène Héroux and Mr.Gaétan Frigon (the “ Vendors ”). It offers a comprehensiveportfolio of specialized programs and tools for measuring andimproving the customer, employee, and brand experience. Having just launched the new version of its fully integratedplatform, Hexia, Publipage combines and consolidates the results ofall its measurement methodologies: Voice of the Customer, Survey,Mystery Customers, as well as the results of its Localtrac andPublitrac platforms. With more than thirty experienced employees,Publipage stands out in its market for its innovative, scalable,interconnected and comprehensive products. Publipage is a pioneer anda leader in its field. "Publipage's activities will allow us toleverage the expertise of our other subsidiaries and considerablyenhance the group's commercial offering. In addition, Ms. Héroux andMr. Frigon will remain involved in the company to ensure an efficientand smooth transition and continuity, in addition to leveraging theirexpertise and network for the benefit of ATW's othersubsidiaries," said Christian Trudeau, President and ChiefExecutive Officer of ATW Tech. Further details and financial information on the Target will be provided in a future pressrelease.
The closing date of the Transaction is currently set tobe no later than July 1, 2024. The Purchase Price Base is $7,500,000,consisting of a combination of (i) $3,000,000 in cash and anadditional purchase price of up to $3,000,000 in cash and/or commonshares of ATW (" Shares ") payable upon achievement ofcertain objectives, (ii) the issuance on the Closing Date of a numberof Shares having an aggregate value of $2,500,000, subject to theminimum requirements required by the regulators and the TSX VentureExchange (the " TSXV "), and (iii) the issuance ofconvertible debentures to each of the Vendors, in proportion to theirownership of common shares of Publipage, for an aggregate amount of$2,000,000, non-interest-bearing with a maturity date up to 18 months.The said Debenture could have a forced conversion clause in the eventthat the value of the ATW Shares reaches or exceeds $0.05 within 60days prior to maturity or maintains such value for 90 days during theterm of the Debenture, as well as any other customary clause for atransaction of this nature. The terms of the Debenture may be adjustedto meet the requirements of the Exchange and the Parties, as the casemay be. The purchase price is subject to customary post-closingadjustments for working capital, transaction costs and net debt. TheLOI is non-binding with respect to the terms of the Transaction andthere can be no assurance that a definitive agreement will be enteredinto or that the Transaction will be completed as proposed or at all.The closing of the Transaction and final determination of the purchaseprice also remain subject to ATW’s satisfactory completion of duediligence of the Target; the negotiation of a definitive agreement andother final documentation; corporate and regulatory approvals,including the approval of the TSXV. This Transaction is at arm'slength and no finder's fees should be paid by ATW in connection withthe Transaction. Following the Transaction and the Private Placement(for its maximum amount), it is estimated that the Sellers willcontrol approximately 16% of the Shares.
Trading of the listed Shares will remain temporaryhalted pending review of the Transaction by the TSXV.
Private placement
The cash portion of the Purchase Price will be fundedby a private placement and/or a financing for an amount of up to$7,500,000 and a minimum amount of $3,000,000 (the " Private Placement "). The Private Placement will also be used to fundATW's business activities. The precise terms of this Private Placementwill be set out in a future press release. However, it is anticipatedthat the Private Placement will consist of units, issued at a minimumprice of approximately $0.02, each composed of one Share and onewarrant entitling the holder to acquire one Share at an exercise priceof $0.05 per Share for a period of 12 months following the closingdate.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Change of Chief Financial Officer
On March 8, 2024, ATW received the resignation of Mr.Michel Goyette as Chief Financial Officer. The entire ATW team wouldlike to thank Mr. Goyette for his contributions and dedicationthroughout his tenure. In the meantime, we are pleased to announcethat Mr. Guy Camiré will assume the role of Interim Chief FinancialOfficer. With his financial experience and in-depth knowledge of thecompany, ATW's management team is confident that Mr. Camiré willfulfill this mandate brilliantly. Mr. Goyette remains available toensure a smooth transition and maintain the stability of the companyduring this transition period. Mr. Goyette will also support ATW'smanagement team during the next stages of the acquisition.
Mr. Camiré is an entrepreneur and enthusiasticvisionary, Mr. Camiré has an impressive track record of strategicdeliveries and innovative technological products to variousindustries. He is currently a Senior Partner at Neos Group where he isin charge of product development and customer project delivery; inaddition to managing the company's operations. Holder of a bachelor'sdegree in Computer Science from the Université de Sherbrooke, Mr.Camiré has worked in several organizations during his career. He hasdeveloped recognized expertise in the governance of management teamsand the governance of digital transformation programs. He has also ledseveral transformational projects within major organizations, such asBell Canada, BNC, CN, Air Canada (Aeroplan) and Exo. As anentrepreneur, he founded several companies, mainly in the informationtechnology and telecommunications sectors.
ATW has already begun a search process for a new CFOand is working hard to find a qualified professional who will be ableto meet the company's current and future challenges, as well assupport its growth plans.
Contact
ATW Tech Inc.
Christian Trudeau Chairman of the Board and Chief Executive Officer
ctrudeau@atw.groupeneos.com
www.atwtech.com
+1 (844) 298-5932
ATW TECH PROFILE
ATW Tech (TSX-V: ATW) is a technology company that ownsseveral well-known technology platforms such as Semeon Analytics,Option.Vote and Voxtel. She also owns Neos Group Inc., which providesdata analytics tools and consulting services to help companies achieveanalytics transformation through sophisticated data analyticsstrategies. Semeon is an accurate and highlyreliable text analytics platform for customer reviews. Semeon uses aunique combination of machine learning and natural language processing(NLP) technologies to detect relevant behavior among customer reviews,regardless of the channel used. Option.vote offers a tailor-mademultimodal voting system for trade unions, political parties,professional associations and anyone looking for a secure way toreduce their voting costs and improve their turnout. VoxTel is a platform dedicated totelephone billing and alternative payment solutions for fixed andmobile lines.
Cautionary Note RegardingForward-Looking Statements
Certain statements in this pressrelease may constitute forward-looking statements. These statementsinclude those relating to the closing of the Transactions, the closingdate thereof, the potential impact on the Company of suchacquisitions, the Company's ability to raise funds under the PrivatePlacement and the use of the proceeds raised in the Private Placement.Although the Company believes that such forward-looking statementsreflect expectations based on reasonable assumptions, it can give noassurance that its predictions will be realized. These assumptions,which may prove to be inaccurate, include, but are not limited to, thefollowing:
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(i) All the conditions of the transactionswill be met. In particular, ATW Tech will conduct satisfactory duediligence on the Target's operations, finances, legal and otherstatus;
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(ii) ATW and the Target's shareholders will beable to negotiate and enter into purchase agreements and otherdocuments related to the Transaction; (iii) ATW will obtain thenecessary regulatory approvals to acquire the Target on commerciallyacceptable terms; (iv) The acquisition of the Target will enable ATWTech to realize anticipated synergies (v) ATW's management will not set orachieve any other strategic objectives using the proceeds of theFinancing, other than funding its ongoing operations. Factors thatcould cause actual results to differ materially from expectationsinclude: (i) the discovery during due diligence of adverse items withrespect to the Target that would prevent ATW from completing thepurchase; (ii) The failure of negotiations between the parties withrespect to final documentation; (iii) ATW's inability to achieveanticipated synergies for any reason or technical issues that do notallow for the integration of the Target's systems with those of ATW;(iv) ATW's inability to effectively allocate the proceeds of thePrivate Placement; (v) ATW's failure to obtain the necessaryregulatory approvals for the Transaction or Private Placement; (vi)labour disputes or the occurrence of similar hazards; (vii) adeterioration in financial market conditions that prevents ATW fromraising the funds it needs in a timely manner; and (viii) ATW'sinability to develop and execute an effective business plan for anyreason. There can be no assurance that the events anticipated in theforward-looking statements contained in this press release will occur,or if they do, what benefits ATW Tech may derive from them. Inparticular, there can be no assurance of ATW Tech's future financialperformance. ATW Tech assumes no obligation, and does not intend, toupdate or revise any forward-looking statements, whether as a resultof new information or otherwise, except as required by applicable law.The reader is cautioned not to place undue reliance on theseforward-looking statements.
Additional information about the Company is availableon SEDAR at www.sedar.com .
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