Ynvisible Interactive Signs Binding Letter of Intent to Acquire Consensum Production AB
July 9, 2019
Ynvisible Interactive Inc. (the "Company" or "Ynvisible") is pleasedto announce that it has entered into a binding Letter of Intent ("LOI")with Consensum Production AB ("Consensum"), dated July 8, 2019, which setsout the basic terms and conditions pursuant to which Ynvisible will acquire100% of the issued and outstanding shares of Consensum (the "Transaction").
The acquisition of Consensum is the solution for the Company toestablish high volume roll-to-roll printing of electrochromic displays, andto further expand its production and system integration capabilities ofother printed electronic components and systems.
The proposed Transaction is intended to position Ynvisible as aleading provider of electrochromic printed display solutions for highvolume applications. The combined entity will leverage Ynvisible'stechnical expertise, customer base and experienced management team.
Terms of Letter of Intent
Pursuant to the terms of the LOI, in consideration for the Transactionand upon closing thereof (the "Closing Date") the Company will issue3,564,474 common shares in the capital of the Company (the "PaymentShares") at a deemed price of $0.474 CAD per Payment Share. The PaymentShares will be subject to a statutory hold period of 4 months and a dayfrom the Closing Date as well as additional voluntary hold periods agreedto by the Consensum shareholders.
The Transaction is subject to certain closing conditions, including,without limitation, (i) the parties successfully entering into a definitiveagreement on or before August 15, 2019, or such other date as Ynvisible andConsensum may mutually agree; (ii) completion of due diligence to thesatisfaction of each of the Company and Consensum; and (iii) receipt of allrequisite approvals, including of the board of directors of each party andof the TSX Venture Exchange. There can be no assurance that the Transactionwill be completed as proposed or at all.
In connection with the Transaction, Ynvisible has agreed to provide asecured bridge loan to Consensum of $145,000.
Consensum is a contract manufacturer of printed electronics and hybridsystems. Consensum is located in Sweden in the city of Linkoping and withactive collaborations with partners in the neighboring city Norrkoping. TheTwin-city region has been a leading hub in printed and paper-basedelectronics for over 25 years. Linkopings univeristet and applied researchinstitute RISE (formerly Acreo) have a long history of research anddevelopment 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-rollprinting of different electronic components, including displays. Thecompany operates a full-scale roll-to-roll production line and processesrequired for manufacture, converting and testing of printed electronicscomponents and systems. Until now the focus has been that of a contractmanufacturer of printed electronics and hybrid systems, and Ynvisible hasbeen one of Consensum's clients.
Leif Ljungqvist, the Acting CEO of Consensum: "We see a growing marketfor printed electronics worldwide and this acquisition is a next logisticaldevelopment step for Ynvisible who has been one of our clients to developand advance this technology."
This will also strengthen the position of the region as a worldleading hub for printed electronic components and systems. Chief ExecutiveOfficer Jani-Mikael Kuusisto of Ynvisible commented: "Increasing andfurther enhancing our Company's manufacturing capabilities is a centraltarget, as we advance our growing base of prototyping client cases intohigh volume uses. We're impressed by the roll-to-roll manufacturingexperience and capabilities within Consensum, and the rich set ofcomplementing printed and paper electronics competences and facilitieswithin the Linkoping-Norrkoping ecosystem. By investing into Consensum, welook to increase our manufacturing and technology transfer capabilities andbecome a part of this strong ecosystem in printed electronics, with the aimof accelerating our business."
About Ynvisible Interactive Inc.
Ynvisible is a leading company in the emerging printed and flexibleelectronics sector. Given the cost and power-consumption advantages overconventional electronics, printed electronics are a key enabler of massadoption of the Internet of Things ("IoT") and smart objects. Ynvisible hasexperience, know-how and intellectual property in the field ofelectrochromic materials, inks, and systems. Ynvisible's interactiveprinted graphics solutions solve the need for ultra-low power, massdeployable, & easy-to-use electronic displays and indicators for everydaysmart objects, IoT devices, and ambient intelligence (intelligentsurfaces). Ynvisible offers a mix of services, materials and technology tobrand owners developing smart objects and IoT products.
For additional information regarding Ynvisible Interactive and othercorporate information, please visit the Company's website at ynvisible.com
ON BEHALF OF THE BOARD OF DIRECTORS
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This news release contains certain statements that may be deemed"forward-looking" statements. Forward looking statements are statementsthat are not historical facts and are generally, but not always, identifiedby the words "expects", "plans", "anticipates", "believes", "intends","estimates", "projects", "potential" and similar expressions, or thatevents or conditions "will", "would", "may", "could" or "should" occur.Although Ynvisible Interactive Inc. believes the expectations expressed insuch forward-looking statements are based on reasonable assumptions, suchstatements are not guarantees of future performance and actual results maydiffer materially from those in forward looking statements. Forward lookingstatements are based on the beliefs, estimates and opinions of YnvisibleInteractive Inc. management on the date the statements are made. Except asrequired by law, Ynvisible Interactive Inc. undertakes no obligation toupdate these forward-looking statements in the event that management'sbeliefs, estimates or opinions, or other factors, should change.
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