ATW TECH INC. (via TheNewswire)
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Acquisition
On
As part of the Transaction, the Company acquires all of the outstanding shares of the capital stock of NEOS for a total purchase price of
The Vendors deal at arm's length with the Company. In addition, the Vendors are not acting in concert with each other.
The shares issued pursuant to the Transaction are subject to a restricted trading period of four months in accordance with applicable securities legislation.
The Transaction remains subject to a number of closing conditions, including the approval of the
Private placement
ATW also announces a new private placement, without intermediary, of gross proceeds of
The Private Placement constitutes a "related party transaction", as such term is defined byRegulation 61-101 - Protection of Minority Security Holders in Special Transactions("Regulation 61-101"), given that some insiders, such as senior officers and directors of the Company, subscribed for an aggregate of up to 6,666,666 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of Regulation 61-101 contained in sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, given that the fair market value of the participation in the Private Placement by certain insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with Regulation 61-101. The Private Placement has been approved by the independent directors of the Company. The Company did not file a material change report in respect of the Private Placement more than 21 days before the expected closing date of the Private Placement for sound business reasons and to ensure the closing of the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
The Shares issued pursuant to the Private Placement are subject to a period of restricted trading of four months, in accordance with the applicable securities legislation. In addition, the Private Placement is subject to the final approval of the
Update on previously announced private placement
The Company would like to provide an update on the non-brokered private placement, announced on
The Additional Private Placement constitutes a "related party transaction", as such term is defined by Regulation 61-101, given that it is Company insiders who will subscribe to the 4,500,000 Additional Private Placement Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of Regulation 61-101 contained in sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, given that neither the fair market value of the Additional Private Placement Units to be distributed to insiders nor the value of the consideration received in consideration for the Additional Private Placement Units exceeds 25% of the market capitalization of the Company, as determined in accordance with Regulation 61-101. The Additional Private Placement has been approved by the independent directors of the Company. The Company did not file a material change report in respect of the Additional Private Placement more than 21 days before the expected closing date of the Additional Private Placement for sound business reasons and to ensure the closing of the Additional Private Placement in a timeframe consistent with usual market practice for transactions of this nature.
The Shares issued pursuant to the Additional Private Placement are subject to a period of restricted trading of four months, in accordance with the applicable securities legislation. Inaddition, the Additional Private Placement is subject to the approval of the
Update on previously announced loans
The Company would like to provide an update on the two secured loans, announced on
The proceeds of the Financing will be used by ATW, for the benefit of ATW and its subsidiaries, for the Transaction and its ongoing operations.
The Financing is considered a “related party transaction” within the meaning of Regulation 61-101 as the Lenders are an insider and a company controlled by an insider of the Corporation. The Financing is exempt from the formal valuation requirement and the minority shareholder approval requirement of Regulation 61-101 (pursuant to sections 5.5(b) and 5.7(f)), given that (i) no securities of the Company are listed or quoted for trading on the
ATW TECH PROFILE
ATW Tech (TSX-V: ATW) is a technology company that owns several recognized technology platforms such as Semeon Analytics, Option.Vote and Voxtel.Semeon is an accurate and highly reliable text analytics platform for customer reviews. Semeon uses a unique 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-made multimodal voting system for trade unions, political parties, professional associations and anyone looking for a safe way to reduce their voting costs and improve their turnout.VoxTelis a platform dedicated to telephone billing and alternative payment solutions for fixed and mobile lines.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements. These statements include those relating to the closing of the transactions, the closing date of the transactions, the potential impact on the Company of this acquisition, the Company's ability to raise funds in connection with the Private Placement and the use of the proceeds raised in connection with this Private Placement. Although the Company believes that such forward-lookingstatements reflect expectations based on reasonable assumptions, it can give no assurance that its predictions will be realized. These assumptions, which could prove to be inaccurate, include, but are not limited to, the following:
(i) ATW will obtain the necessary regulatory approvals for the acquisition of NEOS on commercially acceptable terms; (ii) The acquisition of NEOS will enable ATW Tech to realize the anticipated synergies;(iii) ATW's management will not set or achieve any other strategic objectives using the proceeds of thePrivate Placement. Factors that could cause actual results to differ materially from expectations include: (i) The Company's inability to realize anticipated synergies for any reason or technical issues that would not permit the integration of NEOS' systems with ATW's; (ii) the Company's inability to effectively allocate proceeds from the Private Placement; (iii) the Company's inability to obtain the necessary regulatory approvals for the acquisitions or private placement; (iv) labour disputes or similar hazards; (v) a deterioration in financial market conditions preventing the Corporation from raising the funds it needs in a timely manner; and (vi) generally, the Company's inability to develop and execute an effective business plan for any reason. A description of other risks affecting ATW Tech's business and operations can be found under the heading "Risks and Uncertainties" on pages 11 and 12 of ATW Tech's 2022 Annual Management's Discussion and Analysis, which is available on the SEDAR website atwww.sedar.com. There can be no assurance that the events anticipated in the forward-looking statements contained in this press release will occur, or if they occur, what benefits ATW Tech will derive from them. In particular, ATW Tech is not guaranteed to be able to do any future financial performance. ATW Tech assumes no obligation and does not intend to update or alter these forward-looking statements to reflect new information or otherwise, except as required by applicable law. The reader is cautioned not to place undue reliance on these forward-looking statements.
Additional information about the Company is available on SEDAR atwww.sedar.com.
Source
President and Chief Executive Officer
ctrudeau@atwtech.com
www.atwtech.com
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Copyright (c) 2023 TheNewswire - All rights reserved., source
