Highlights of the transaction include the following:
- The transaction unlocks shareholder value by significantly increasing its available cash to finance the development of its existing business operations that will be retained after the sale of GFI and to take advantage of new opportunities for growth within the authentication, certification markets.
- The transaction will create a long-term strategic relationship between Eurocontrol and SICPA, whereby Eurocontrol will participate in future growth of GFI’s business through post-closing earn-out and additional payments (as described below). These payments are to be calculated based on net revenues of GFI from all new contracts for the sale of not only existing products, but also on the sale of related logistics services, which GFI plans to offer and which are expected to significantly enhance GFI’s current offering for fuel marking projects, allowing for a more robust integrated Petromark™ offering.
- The strategic relationship with SICPA is intended to allow Eurocontrol to accelerate the fulfilment of its current objective of growing Xenemetrix’s existing business through its ongoing support of GFI’s business, on an exclusive basis, in the field of oil and gas marking and monitoring under the Supply Agreement.
- The transaction will also allow Eurocontrol to enhance its current strategy of growing Xenemetrix’s business in the design, development, production and marketing of Energy-Dispersive X-Ray Fluorescence (ED-XRF) systems in the marine sector and in other potential markets, and to continue its development of its current XwinSys business, dedicated to the design, manufacture and marketing of novel solutions based on ED-XRF combined with automated 3D Vision for the semiconductor and related industries.
The consideration payable to the Company for the sale of GFI is as follows:
- Cash consideration payable to the Company by SICPA on closing of $16 million (less the $250,000 deposit received by the Company and $286,000 in transaction payments, and assuming that, on closing, GFI has positive working capital of $1,000,000), subject to a working capital adjustment.
- Post-closing earn-out payments equal to 5% of the net revenues earned by GFI from contracts entered into by it following the execution of the Purchase Agreement and during the period ending six years from the closing of the transaction, with a minimum guaranteed of $1.5 million per year for the six years earn-out period (total payment of at least $9,000,000).
- Additional post-closing payments equal to 5% of the net revenues earned by GFI from contracts signed during the fourth through sixth years following closing paid until the third anniversary of such contracts.
- The settlement of loan amounts owing by Eurocontrol to GFI.
Bruce Rowlands, Chairman and CEO of Eurocontrol stated: “This is a tremendous deal for both Eurocontrol and SICPA – the synergic fit of our core expertise will create a highly compelling technology solution for the fuel authentication market that we believe will contribute to the advancement of Xenemetrix’s business and will provide the Company with new capital to fund its future growth and a continuing revenue stream through earn-out and additional payments. We look forward to working with the SICPA team through Xenemetrix and its support of GFI’s Petromark™ solution.”
Gilles Léraillé, Executive Vice President, Business Development of SICPA, stated: “The signing of the final purchase agreement for GFI constitutes, for the SICPA Group, a breakthrough for its existing traceability business that will now be extended to the promising oil marking and monitoring field. The basis of this transaction is the good synergy between SICPA and GFI which both offer comprehensive solutions in their respective fields for the authentication and monitoring of key tax carrying goods and items. Both companies work exclusively with governmental authorities in different countries where SICPA already has sizeable operations and therefore where the introduction of GFI will be facilitated. Equally, both organizations are used to providing top of the range, latest technology-based solutions, pledging at the same time to provide un-contaminated and robust data to state institutions. Another unique characteristic of this transaction is the ”partnership” type of agreement that is envisaged for a noticeable period of time, instead of the typical “seller-buyer” relationship. In this way, the two parties’ teams can be harnessed to maximize the chances of success and the realization of a promising upside for both Eurocontrol and the SICPA group.”
Other key terms of the Purchase Agreement include, customary representations, warranties and covenants, confidentiality and exclusive dealing undertakings for the period prior to closing, termination provisions and a matching right of the buyer in the event of any proposed alternative transaction involving GFI or Xenemetrix prior to closing, and a right of first refusal option to purchase all of the equity of Xenemetrix in the event the Company or Xenemetrix intends to enter into a transaction resulting in a sale of Xenemetrix or affecting the Company’s control of Xenemetrix.
While the proposed sale of GFI to SICPA is an arm’s length transaction, in accordance with the policies of the TSX Venture Exchange (the “TSXV”), the transaction is a “Reviewable Disposition” and subject to the prior approval of the TSXV, because it involves a sale of more than 50% of the Company’s assets, business or undertaking. The TSXV generally requires shareholder approval for such transactions. In this regard, the Company will hold a special meeting of shareholders on December 18, 2015, at which approval of the transaction will be sought, and shareholders of record as of November 9, 2015 will be entitled to vote their common shares of the Company at the meeting. Copies of the Purchase Agreement and of the management information circular for the special meeting will be filed with Canadian securities regulators and will be available on the SEDAR profile of the Company at www.sedar.com.
A special committee of independent directors of the Company reviewed, supervised and participated directly in the negotiation and settlement of the terms of the transaction. The special committee recommended, and the Company’s Board of Directors has unanimously approved the transaction, which it has determined is in the best interests of the Company and its shareholders, and recommends that shareholders vote in favour of the transaction at the special meeting of the Company’s shareholders. Each of the officers and directors of Eurocontrol that hold securities of the Company have entered into an agreement supporting the transaction, pursuant to which they will vote any common shares of the Company that are held by them in favor of the approval of the transaction.
The closing of the transaction is expected to take place following the special meeting of shareholders and prior to January 4, 2016, subject to the above-mentioned approval of the TSXV and the Company’s shareholders, and the satisfaction of a number of closing conditions as described in the Purchase Agreement.
SICPA is a leading global provider of secured authentication, identification and traceability solutions and services. Founded in 1927 and headquartered in Lausanne, Switzerland, SICPA is a long-trusted advisor to governments, central banks, high-security printers, and industry. With high-technology security inks at the core of its expertise, the company protects the majority of the world’s banknotes, security and value documents from the threats of counterfeiting and fraud. SICPA also integrates ink-based covert features and sophisticated traceability technologies to offer solutions and services to governments and industry, ensuring product authentication, traceability and protection as well as tax reconciliation. Operating on five continents, SICPA is a global company providing technologies and services to most nations worldwide.www.sicpa.com.
About Eurocontrol Technics Group Inc.
Eurocontrol through its three wholly owned subsidiaries, Global Fluids International S.A. (“GFI”), Xenemetrix Ltd. (“Xenemetrix”) and XwinSys Technology Development Ltd. (“XwinSys”), is a leading provider and innovator of detection and marking systems worldwide. GFI and Xenemetrix are global pioneers in developing and implementing innovative molecular marking systems for the oil industry and XwinSys is currently a development stage company. GFI’s unique and proprietary liquid authentication system, Petromark™, is the world’s leading solution for fully integrated oil marking, mixing and detection. Xenemetrix is a leading designer, manufacturer and marketer of energy-dispersive x-ray fluorescence (“ED-XRF”) systems, a technology that is the most accurate and economic method for determining the chemical composition of many types of materials, including the analysis of petroleum oils and fuel. XwinSys is developing technology and intellectual property that will combine 2D and 3D image processing technology from Brossh Inspection Systems Ltd. of Israel with Xenemetrix’s ED-XRF technology for application in the semi-conductor manufacturing process.
This press release may contain forward-looking statements about the transaction, the sales of GFI and the Supply Agreement, certain of the Company’s current plans, goals and expectations relating to future sales and business of the Company, GFI and Xenemetrix and financial conditions, performance, results, strategy and objectives. Statements containing the words: ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’ and any other words of similar meaning are forward-looking. All forward-looking statements involve risk and uncertainty because they relate to future events and circumstances beyond the Company’s control. As a result, the Company’s actual financial condition, performance and results may differ materially from the plans, goals and expectations set out in the forward-looking statements. Any forward-looking statements are made as of the date of this release and, other than as required by applicable securities laws, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.