Not for distribution to U.S. news wire services or for dissemination in the United States
TORONTO, Jul.16, 2018 – Avante Corp Inc. (TSXV: XX)(“Avante” or the “Company”)is pleased to announce that it has executed a share purchase agreement (“Agreement”) to complete the acquisition of the remaining 49% of the issued and outstanding shares of its subsidiary, Architronics Limited (“Architronics”). This Agreement has been signed with Entrevision Inc. (“the Vendor”). The transaction closed at 4:01pm today, July 16, 2018. Avante acquired a 51% ownership of the shares of Architronics on March 1, 2017.
Architronics provides high-end integrated solutions in the home and commercial automation, including security, lighting, audio & video, blind and temperature control. Architronics Inc. is a leader in its field, designing and completing many successful automation projects in Canada, US and the Caribbean.
“Given the renewed strategy and reorganisation into strategic business units, we believe that it would be a better strategic fit to have Architronics wholly owned by Avante. We are confident that we will establish a unified culture across all the business units, increase cross-selling opportunities, reduce overhead, align key executives compensation with the strategy, which will ultimately result in increased revenues and profits” said Craig Campbell, CEO of Avante Corp.
Pursuant to the Agreement, Avante has agreed to purchase all the issued and outstanding shares of Architronics from the Vendor, holder of the 49% non-controlling interest, in consideration for cash and Avante shares. The terms of the Agreement provide that on closing the vendors will receive: (i) a cash payment of $294,000; and (ii) 700,000 Avante common shares (representing $294,000 of shares based on a negotiated price per share of $0.42), which is subject to TSX-Venture approval, an application for which has already been made. According to the terms of the Agreement, the Vendor will not sell or otherwise transfer any Avante shares received because of this Agreement, prior to the first anniversary of the Closing Date, except to any shareholder of the Vendor. Any such shareholder of the Vendor, who may receive Avante shares also commit to not selling or transferring these shares prior to the completion of the first anniversary.
Avante Corp is also pleased to announce that in conjunction with the aforementioned announcement, Architronics’ President, Matt Grossman, will transition from his role as President to an independent advisor to Avante Corp and has agreed to accept stock in exchange for his portion of the agreement and has entered a lockup agreement for a period of one year as part of the transaction. We look forward to continuing working with the management team and setting a new standard at Avante.
The proposed transaction is arm’s length and no finder’s fees are payable or to be paid in connection with the transaction.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release does not constitute an offer of securities for sale in the United States. The securities described herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Avante Corp
Avante Corp Inc. (XX.V) is a Toronto based provider of technology enabled security solutions. We acquire, manage and build industry leading businesses which provide specialized, mission-critical solutions that address the needs of our customers. Our businesses continuously develop innovative solutions that enable our customers to achieve their objectives. With an experienced team and a proven track record of solid growth, we are taking steps to establish a broad portfolio of security businesses to provide our customers and shareholders with exceptional returns. Please visit our website at www.avantecorp.ca and consider joining our investor email list.
Forward Looking Statements
All statements in this news release, other than statements of historical fact, may constitute “forward looking information” with respect to Avante within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. This forward-looking information includes statements with respect to, among other things, the effective date of the consolidation of the Common Shares.
Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward looking information, including, without limitation, the Company being unable to complete the steps necessary to cause the consolidation to occur on the timelines stated in this news release and the risks identified in Avante’s Management Discussion & Analysis, Annual Information Form and other continuous disclosure, which list is not exhaustive of the factors that may affect any of Avante’s forward-looking information. In connection with the forward-looking statements contained in this and subsequent press releases, Avante has made certain assumptions about its business and the industry in which it operates and has also assumed that no significant events occur outside of Avante’s normal course of business. Although management believes that the assumptions inherent in the forward-looking statements are reasonable as of the date the statements are made, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein. Avante’s forward-looking information is based on the beliefs, expectations and opinions of management on the date the statements are made, and Avante does not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law. For the reasons set forth above, readers should not place undue reliance on forward-looking information as there can be no assurance that the credit agreement will be entered into or on the terms described in this news release or at all.