16:03:06 EDT Thu 01 May 2025
Enter Symbol
or Name
USA
CA



EnWave Corp
Symbol ENW
Shares Issued 72,360,776
Close 2012-06-13 C$ 1.50
Market Cap C$ 108,541,164
Recent Sedar Documents

EnWave to acquire 75.1% of Hans Binder

2012-06-14 08:27 ET - News Release

Mr. John McNicol reports

ENWAVE SIGNS LETTER OF INTENT TO ACQUIRE 75.1% OF HANS BINDER MASCHINENBAU GMBH

EnWave Corp. has signed a letter of intent (LOI) to acquire a 75.1-per-cent controlling interest in Hans Binder Maschinenbau GmbH of Germany. Since announcing their initial strategic partnership together in May of 2009, EnWave and Binder have developed joint commercial projects and a strong marketing and technical partnership with common interests in the global dehydration industry. With the success of recent plant start-ups in the U.S. market and a growing interest from multinational Tier 1 customers, the parties agreed it was an opportune time to join forces with the intention of becoming a leading innovator and industrial supplier of vacuum microwave technology.

Under the terms of the agreement, EnWave will invest two million euros directly into the capital structure of Binder to acquire a 75.1-per-cent ownership position. The preinvestment valuation of Binder was determined at approximately 663,000 euros, after deducting outstanding shareholder loans of 970,000 euros. Binder has no bank debt and, at the time of signing the letter of intent, a positive net working capital position. Under the terms of the agreement, a portion of the investment will be used to pay back up to 300,000 euros of the shareholder loans, with the balance of the investment to remain in cash to strengthen Binder's working capital and general financial position. This strengthened financial position will increase Binder's capacity to fulfill commercial vacuum microwave machine orders.

For the year ended Dec. 31, 2011, Binder reported unaudited revenues of approximately seven million euros and a net after-tax income of 134,000 euros. EnWave believes that in 2013 and beyond, the demand for vacuum microwave technology will offer an opportunity for EnWave and Binder to build a growing revenue stream for high-value, high-margin projects.

The decision to combine resources also strengthens the company's royalty and licensing model, bringing together EnWave's innovation, global marketing expertise, Tier 1 collaboration pipeline and growing patent position with Binder's economies of scale, experience and ability to design and deliver industrial-scale turnkey vacuum microwave plants customized for specific applications. These combined strengths should offer customers exceptional machine quality and overall service with stronger protection of general know-how and intellectual property on a global basis.

"We have worked together with the Binder family and their management team since 2009 and are very excited to be combining our skills and strengths at such a pivotal time," stated John McNicol, president and co-chief executive officer of EnWave. "Binder's proven innovative nature, quality engineering and more than 60 years of machine building expertise in the drying industry should help increase the confidence for EnWave's growing list of multinational partners to order REV technology in the future."

"EnWave has built an impressive patent position in the global vacuum microwave industry, using their innovations to establish collaborations with some of the world's largest food and pharmaceutical companies," stated Johann Binder, managing director of Binder. "We look forward to helping EnWave transition these partnerships into customized turnkey plant deliveries in a growing field of applications."

To support the acquisition, EnWave plans to raise up to $4.5-million in cash by issuing up to three million common shares in a non-brokered private placement priced at $1.50 per share. Pursuant to TSX Venture Exchange policies and securities law, the shares issued will be subject to a four-month holding period from the closing date, which expected to be on or before June 30, 2012. A cash commission of up to 5 per cent of the proceeds will be payable to certain individuals acting as finders in connection with the private placement.

The closing of the Binder transaction is subject to a number of conditions precedent, including: (a) successful completion of legal and financial due diligence; and (b) negotiation and execution of definitive agreements. The transaction is expected to close during the fourth calendar quarter of 2012. Both the transaction and the private placement are subject to regulatory approvals.

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