EHT Completes the Share Purchase Agreement of Global Modular Housing Manufacturer EVIA Finance S.A.R.L. and Closes Related Debenture Offering.
TORONTO, July 7, 2015 /CNW/ - Enerdynamic Hybrid Technologies Corp. (TSX-V: EHT) ("EHT" or the "Company") via its wholly owned subsidiary Enerdynamic Lux S.A.R.L ,has entered into a definitive Share Purchase Agreement, dated July 7, 2015, to acquire 100% of the shares of EVIA Finance S.A.R.L.. EVIA is a global manufacturer and installer of patented modular housing units, container units and truck/trailer units. EVIA operates globally under the trade name IQ.
The total acquisition value is expected to be approximately CAD$46.7 million, CAD$15.2 million of which shall be payable in cash and CAD$31.2 million of which shall be payable by the issuance of 35 million EHT common shares at a deemed price of 90 cents per share.
EVIA operates globally, is headquartered in Luxembourg and, for 2014 the consolidated revenue of EVIA and its affiliated businesses and licensees was approximately CAD$28 million and CAD$9 million of EBITDA (Unaudited) EVIA operates globally, is headquartered in Luxembourg and has established a growing order book. EVIA's growth is driven by the fact that their proprietary modular housing units can be built in less than one day, are 70% more energy efficient than a traditional modular home and are fully recyclable at the end of their useful life.
On July 3, 2015, EHT completed the first closing of its previously announced offering of up to CAD$20 million principal amount of 18.0% two-year secured debentures ("Debentures") and "bonus" common shares in the capital of EHT (the "Offering") (see EHT's press release dated June 11, 2015 for additional details regarding the Offering). On closing, a principal amount of $15,733,650 of Debentures were issued along with 6,293,460 bonus common shares. The debentures were issuable pursuant to a debenture indenture between EHT and Valiant Trust Company dated March 4, 2015, as supplemented by a supplemental debenture indenture dated July 3, 2015. The Debentures and bonus common shares are subject to a hold period of four months and one day following closing pursuant to applicable securities regulations.
Kingsdale Capital Markets Inc. ("Kingsdale") acted as agent under the Offering pursuant to an agency agreement with EHT. Kingsdale's commission consisted of cash representing 7% of the gross proceeds of the brokered purchases of Debentures plus 2.5% of the non-brokered purchases, as well as consideration in the form of 1,258,692 agent warrants ("Agent Warrants") issued by EHT. Each Agent Warrant is exercisable for one common share in the capital of EHT at a price of $1.00 per Agent Warrant for a period of 24 months following the closing date.
The cash portion of the consideration of the above mentioned definitive agreement is to be funded from the proceeds of the Offering.
No commissions are payable other than the agent, and this is an arms-length transaction.
The definitive Share Purchase Agreement is conditional on the completion of final Due Diligence, consolidated audited financial statements of EVIA Finance S.A.R.L. and TSX Venture Exchange approval.
The information in this news release, including relating to the proposed acquisition of Evia, the Company's proposed financing and anticipated use of proceeds, Evia's anticipated future revenues and growth, includes certain information and statements that constitute forward-looking information. These forward-looking statements are based upon certain assumptions, including regarding EHT's ability to successfully complete the acquisition of Evia, the success of the proposed debenture financing, anticipated revenues to be generated by Evia, due diligence being satisfactory to EHT and obtaining TSXV approval. Such assumptions are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may vary materially from those anticipated and indicated by these forward-looking statements. Although EHT believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, EHT disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither 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.
About Enerdynamic Hybrid Technologies
EHT delivers proprietary, turn-key energy solutions which are intelligent, bankable and sustainable. EHT's energy products and solutions can be implemented immediately wherever they are needed. EHT stands above its competitors by combining a full suite of solar PV, wind and battery storage solutions, which can deliver energy 24 hours per day in both small-scale and large-scale format. EHT excels where no electrical grid exists in addition to traditional support to established electrical networks.
The EVIA Group develops and supplies reinforced plastics solutions. Using fibre-reinforced composites represents the result of technological progress that began in the year 2000, allowing the manufacture of materials with superior properties at attractive costs. Our core expertise lies in the development of innovative plastics systems, which we process through the use of our patented production technology into attractive applications for customers in a wide range of industries. Our technology encompasses the entire value-added chain of composites applications – from the production of raw materials, via the manufacture of semi-finished products through to the end product. EVIA operates globally under the marketing name IQ.
SOURCE Enerdynamic Hybrid Technologies Inc.