A-Labs Capital I Corp. Announces Proposed Transaction With Hisense Ltd.
/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, British Columbia, Feb. 11, 2019 (GLOBE NEWSWIRE) — A-Labs Capital I Inc. (TSX-V: ALBS.P) (the “Company”) is pleased to announce that it has entered into a letter of intent dated February 8, 2019 with Hisense Ltd. (“Hisense”), an Israeli corporation. Pursuant to the letter of intent, the Company and Hisense have agreed to a proposed acquisition (the “Transaction”) by the Company of 100% of the outstanding securities of Hisense in exchange for common shares of the Company (“Company Shares”). The Transaction is intended to constitute the Company’s Qualifying Transaction under the policies of the TSX Venture Exchange (the “Exchange”).
Hisense is a private company incorporated under the laws of Israel. Its primary business line is the development and marketing of health monitoring systems for infants under the global brand of BabySense. Hisense has the following principal products:
- An under the mattress, non-touch sensor for babies’ breathing secession
- A wearable breathing and movement monitor for parents on the go
- On-line video and audio infant monitoring
In addition, Hisense also has research and development activities related to infant sleep management, and monitoring systems for the elderly population both with and without chronic conditions. Hisense has registered patents and patent applications covering its core proprietary technologies in the advance health monitoring field.
Hisense operates in multiple markets through exclusive distributors and four subsidiaries : a 50% owned subsidiary (incorporated in Poland) with distribution rights for the Polish market; a 70% owned subsidiary (incorporated in Poland) with distribution rights in the German market; a 100% owned subsidiary (incorporated in USA) with distribution rights in the North American market; and a 100% owned subsidiary (to be incorporated by end of March in Japan) with distribution rights in the Japanese market. In addition, Hisense also holds a 75% ownership stake in a subsidiary in Hong Kong, which has an exclusivity arrangement with a Chinese manufacturing facility.
Pursuant to the letter of intent, the parties will negotiate a definitive agreement providing for the definitive terms of the Transaction. Other than certain provisions, including confidentiality and standstill provisions, the letter of intent is non-binding and is subject to the entering into of the definitive agreement.
Pursuant to the letter of intent, the parties will complete a business combination – the structure of which will be determined after receiving tax, legal and other advice – whereby the Company will acquire all of the issued and outstanding shares of Hisense from the Hisense shareholders in exchange for the issuance of Company Shares to Hisense shareholders based upon an entity value for Hisense of US$29,200,000 and an entity value for the Company of US$800,000, before taking into account the Financing (as defined below). Accordingly, if the Transaction is completed, and assuming the completion of the full offering under the Financing at the previously mentioned entity value of Hisense, it is expected that the current shareholders of the Company will hold approximately 2% of the issued and outstanding Company Shares, the shareholders of Hisense will hold approximately 73% of the issued and outstanding Company Shares, and the investors under the Financing will hold approximately 25% of the issued and outstanding Company Shares, all on a non-diluted basis.
On closing of the Transaction, the business of the Company will be the consolidated business of Hisense, and, therefore, the Company on closing will be operating in the Technology or Diversified Industries sectors as defined by the TSXV.
In connection with the Transaction, the Company or Hisense is proposing to conduct a concurrent brokered private placement for gross proceeds of up to US$10,000,000 (the “Financing”). The terms of the financing will be announced in a subsequent news release.
The Company and/or Hisense will pay broker, finder and/or advisory fees in conjunction with the Transaction and Financing, the details of which will be disclosed in a subsequent press release and/or the Filing Statement.
On closing of the Transaction, the Company is proposing to change its name to “SNSOR Holdings Ltd.” or such other name as Hisense may determine.
Directors and Officers
The following are brief biographies of certain proposed directors and officers of the Company at Closing. Information regarding additional directors and officers will be provided at a later date.
Mr. Yaniv Shtalryd – CEO and Director
Mr. Shtalryd is the current CEO of Hisense. Having worked at Hisense from the bottom of the corporate chain to the current CEO position, Mr. Shtalryd successfully took the company from a conservative business to an international operation in over 30 countries while executing strategic alliances with global enterprises. He built a strong executive team to support the ongoing and future growth of the company. His vast experience in creating and executing marketing strategies, optimizing production processes and implementing organizational changes have kept the company on track with current market trends. Mr. Shtalryd is skilled in overseeing large development projects of innovative product lines from the planning and designing phases to the fine details of manufacturing, in Hisense’s own facility. He is knowledgeable in the industries of healthcare and consumer electronic markets.
Mr. Haim Shtalryd – Director and Chairman
Mr. Shtalryd is a professional Mechanical Engineer who attained this qualification in 1971. After spending more than 30 years with Tadiran Telecommunications, he understands what drives the design and development of innovative technology. It was in his role as Researcher and Developer, where he gained extensive experience in leading numerous projects from their development phase through to mass production, and where he gained a solid understanding of design concepts and fundamental technology required to support the implementation of these designs. Mr. Shtalryd’s work stability has assisted in him gaining extensive and in-depth knowledge, which has been pivotal in the establishment and growth of Hisense. He currently fulfills the role of Product Development Manager where he is responsible for the management of the entire product line life cycle – from research to design concepts, to analysis to development and finally to implementation.
Mr. Jordan Riggs – CMO
Mr. Riggs served as president at Angelcare Monitors and at Binatone North America. His previous work experience includes being appointed in charge of the Global Product Marketing at Binatone and Thomson Consumer Electronics. Mr. Riggs has a Masters in Supply Chain Management from the University of San Diego and a BA from Indiana University. He is a versatile, team-oriented senior executive with 20 years of global experience in the consumer electronics industry leading all aspects of business operations and value chain functions including: new product development, strategic sourcing, supplier management, logistics, warehousing, sales, marketing, retail channel management, and customer service. Mr. Riggs has a proven track record of successful consumer product launches and innovative value chain strategies that have had a direct positive impact on sales, margins, and market share.
Ms. Aviva Banczewski – CFO and Secretary
Ms. Banczewski’s experience includes working with private and public companies in the United States, Israel and Germany, including venture capital funds and start ups. Her previous work experience includes, amongst others: auditing regarding tax matters for initial public offerings in the US on Nasdaq, due diligence for acquisitions, review and preparation of budgets/forecasts and business and strategic plans. In September 2003, she joined ICL where she held 3 positions over her 15 years: Financial Reporting Manager, PMO for Harmonization Project and Investor Relations Manager. She holds a BA in Economics with a Major in Accounting from Monash University Melbourne, Australia (1987). Ms. Banczewski is accepted as a member of the Institute of Chartered Accountants in Australia (1991). She worked as a Chartered Accountant in Andersen Melbourne office from 1988 – 1999 when she transferred to the Israeli practice where she worked until 2003.
The Company will seek a waiver from the Exchange to the requirement to engage a sponsor in connection with the Transaction. If a sponsor is required, the Company will identify a sponsor and pay the sponsorship fee in cash or Company Shares or a combination of cash and Company Shares. An agreement with a sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.
In accordance with Exchange policies, the Company Shares are currently halted from trading and will remain so until certain documentation required by the Exchange for the Transaction can be provided to the Exchange. The Company Shares may resume trading following the Exchange’s review of the required documentation or the Company Shares may remain halted until completion of the Transaction.
Conditions to Closing the Transaction
Closing of the Transaction is conditional upon, among other things, receipt of all required regulatory, corporate, and third party approvals, including Exchange approval, the negotiation and execution of the definitive agreement, satisfactory due diligence by both the Company and Hisense, no material adverse change having occurred to the assets or share capital of either the Company or Hisense; completion of the Financing, and, if required by the Exchange, filing of a sponsorship report with the Exchange. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.
The Transaction is an Arm’s Length Qualifying Transaction, as defined in the policies of the Exchange, and is therefore not ordinarily subject to shareholder approval by the Company’s shareholders. However, as disclosed in the prospectus of the Company dated September 27, 2018, if a Target is considered to be a Portfolio Company of A-Labs Finance and Advisory Ltd., the Exchange has reserved the right to require Majority of the Minority Approval for such Qualifying Transaction (as such terms are defined in the prospectus of the Company dated September 27, 2018). The Exchange will make such determination regarding Majority of Minority Approval upon considering the facts once the Target is identified and transaction terms are identified to the Exchange.
For further information, please contact:
Doron Cohen, CEO and Director of the Company
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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.
Information concerning Hisense has been provided to the Company by Hisense for inclusion in this press release.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Caution Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the closing of the Transaction and the anticipated benefits of the Transactions, including the proposed business of the Company after completion of the Transaction. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the closing of the Transaction, the timing and receipt of all applicable regulatory, corporate, shareholder and third party approvals, the anticipated benefits from the Transaction and the satisfaction of other conditions to Closing, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements 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.