Definitive Agreement to Acquire Consensum Production AB
August 9, 2019
VANCOUVER, BRITISH COLUMBIA – August 9, 2019 – Ynvisible Interactive Inc. (TSXV: YNV) (OTCQB: YNVYF)(FSE: 1XNA) (the "Company" or "Ynvisible") is pleased to announce that further to its press release of July 9, 2019, it has entered into a share exchange agreement dated effective August 7, 2019 (the “Definitive Agreement”) among the Company, Consensum Production AB ("Consensum") and the shareholders of Consensum (the “Definitive Agreement”), pursuant to which, the Company will acquire all of the issued and outstanding shares of Consensum (the “Proposed Transaction”).
The Proposed Transaction is intended to position Ynvisible as a leading provider of electrochromic printed display solutions for high volume applications. The combined entity will leverage Ynvisible's technical expertise, customer base and experienced management team, will establish high volume roll-to-roll printing of electrochromic displays, and will further expand its production and system integration capabilities of other printed electronic components and systems.
The Proposed Transaction
Pursuant to the terms of the Definitive Agreement, Ynvisible will acquire all of the issued and outstanding shares of Consensum in consideration for the issuance of 3,564,474 common shares of the Company (the “Payment Shares”) pro rata to shareholders of Consensum at a deemed price of $0.474 per Payment Share upon closing of the Proposed Transaction (the “Closing Date”). The Payment Shares will be subject to a statutory hold period of 4 months and a day from the Closing Date as well as a voluntary hold period of 6 months from the Closing Date for 25% of the Payment Shares and 12 months from the Closing Date on an additional 25% of the Payment Shares.
The Proposed Transaction remains subject to certain closing conditions including, without limitation, (a) the receipt of all necessary corporate and regulatory approval; and (b) each party's representations and warranties in the Definitive Agreement being true and correct in all aspects as of the Closing Date, and each party meeting its terms and conditions and completing its covenants and obligations as contained therein. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all.
Consensum is a contract manufacturer of printed electronics and hybrid systems. Consensum is located in Sweden in the city of Linköping and with active collaborations with partners in the neighboring city Norrköping. The Twin-city region has been a leading hub in printed and paper based electronics for over 25 years. Linköpings univeristet and applied research institute RISE (formerly Acreo) have a long history of research and development in printable electrochromics dating back to the 1980's.
Consensum's team and owners are tightly connected to this ecosystem. The team has accumulated over a decade of experience in roll-to-roll printing of different electronic components, including displays. The company operates a full-scale roll-to-roll production line and processes required for manufacture, converting and testing of printed electronics components and systems. Until now the focus has been that of a contract manufacturer of printed electronics and hybrid systems, and Ynvisible has been one of Consensum's clients.
Leif Ljungqvist, the Acting CEO of Consensum: "We see a growing market for printed electronics worldwide and this acquisition is a next logistical development step for Ynvisible who has been one of our clients to develop and advance this technology."
This will also strengthen the position of the region as a world leading hub for printed electronic components and systems. Chief Executive Officer Jani-Mikael Kuusisto of Ynvisible commented: "Increasing and further enhancing our Company's manufacturing capabilities is a central target, as we advance our growing base of prototyping client cases into high volume uses. We're impressed by the roll-to-roll manufacturing experience and capabilities within Consensum, and the rich set of complementing printed and paper electronics competences and facilities within the Linköping-Norrköping ecosystem. By investing into Consensum, we look to increase our manufacturing and technology transfer capabilities and become a part of this strong ecosystem in printed electronics, with the aim of accelerating our business."
About Ynvisible Interactive Inc.
Ynvisible is a leading company in the emerging printed and flexible electronics sector. Given the cost and power-consumption advantages over conventional electronics, printed electronics are a key enabler of mass adoption of the Internet of Things ("IoT") and smart objects. Ynvisible has experience, know-how and intellectual property in the field of electrochromic materials, inks, and systems. Ynvisible's interactive printed graphics solutions solve the need for ultra-low power, mass deployable, & easy-to-use electronic displays and indicators for everyday smart objects, IoT devices, and ambient intelligence (intelligent surfaces). Ynvisible offers a mix of services, materials and technology to brand owners developing smart objects and IoT products.
For additional information regarding Ynvisible Interactive and other corporate information, please visit the Company's website at ynvisible.com
ON BEHALF OF THE BOARD OF DIRECTORS
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