TORONTO, Aug. 10, 2015 /CNW/ - Enerdynamic Hybrid Technologies Corp. (TSX-V: EHT) ("EHT" or the "Company") has completed the previously announced Share Purchase Agreement, dated July 7, 2015, to acquire 100% of the shares of EVIA Finance S.A.R.L., a global manufacturer and installer of proprietary modular housing units, container units and truck/trailer units.
The total acquisition value is approximately CAD$46.7 million, including a cash payment of CAD$15.2 million and CAD$31.2 million payable by the issuance of up to 35 million EHT Purchase common shares at a deemed price of 90 cents per share. The Company may also issue Consideration shares of up to 10 million EHT common shares based on milestones being reached by EVIA with the base being USD$60 million of sales and USD $15 million of EBITDA from which the sellers may earn 600,000 shares for every USD $1 million of EBITDA over the base to a maximum of 10 million shares over the next 12 months of sales. No commissions were paid as part of this transaction.
Combining EHT's renewable energy solutions with EVIA's proprietary modular structure technology provides EHT the opportunity to be a leading supplier of energy self-sufficient modular structures that can be used for housing, medical facilities, disaster recovery units, schools or offices anywhere in the world and which offer simple, rapid site installation.
Issuance of the Purchase common shares remains subject to final adjustment upon review and acceptance of the consolidated audited financial statements and completion of final closing documentation, including TSX Venture Exchange approval. The Purchase common shares to be issued as part of the purchase price will be subject to an agreed 12 month escrow including an expected hold period of four months and one day following the final closing pursuant to applicable securities regulations. Any Consideration common shares that are issued in the future will be subject to an expected hold period of four months and one day following issuance pursuant to applicable securities regulations.
John Gamble CEO of EHT said "This is a major milestone for EHT, not only have we raised CDN $20 million dollars in debentures in the last few weeks but we have now stabilized the revenue streams, opened up new markets and expands our global view of providing sustainable energy solutions, while underpinning the future for the Company with the acquisition of Evia Finance S.A.R.L.. The acquisition of EVIA will create one of the most advanced providers of modular, self powered building providers in the world. Evia has built modular systems in various locations worldwide to date and we look forward to working together to expand our markets. Additionally, having also made the next payment for the 38Mw Peel Region school board project, EHT now has a solid foundation from which to drive growth, penetrate markets and enhance stakeholder return".
The information in this news release, including relating to the acquisition and any anticipated future revenues and growth of the Company and EVIA 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 expand Evia's markets and anticipated revenues to be generated by Evia. 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. Evia's core expertise lies in the development of innovative composite material systems, which are processed through the use of our proprietary 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.
SOURCE Enerdynamic Hybrid Technologies Corp.
For further information: Mr. John Gamble, CEO/Director, 289-488-1699, [email protected], Company Website: www.ehthybrid.com