The purchase price will be €1.35 million and will be paid by way of €1 million in cash on closing and €0.35 million on the first anniversary of closing.
Cybernetica develops and manufactures software solutions, light signaling and telematics products, maritime surveillance, and radio communications systems. Included within these are marine aids to navigation products that are marketed under the EKTA brand. Under the terms of the agreement, Carmanah, through a wholly owned Estonian subsidiary, will acquire the intellectual property rights to all EKTA products, an assignment of certain sales contracts, and an assignment of certain employment contracts. Management control of the new Estonian subsidiary will be effected by the management of Carmanah’s other marine business, Sabik Marine OY, located in Porvoo, Finland.
“The acquisition accomplishes two important steps in our growth strategy,” said John Simmons, Carmanah CEO. “The ETKA products will strengthen our worldwide product portfolio and allow us to provide more comprehensive single-source solutions for our marine customers. At the same time, the assignment of Cybernetica’s sales contracts adds to our overall market share and our position as the dominant provider in Europe.”
According to Oliver Väärtnõu, chairman of the board of Cybernetica, the acquisition marks an important step in the company history. “EKTA is a world-renowned brand with decades of history and is a fitting addition to Carmanah’s global portfolio. This acquisition is an homage to the competence of not only Cybernetica, but the Estonian maritime electronics sector as a whole,” Väärtnõu says. “Cybernetica will focus further on its core business in delivering mission-critical systems in the domains of information security and marine radio communication and surveillance.”
The transaction is expected to close in December 2016 and is subject to the satisfaction of certain closing conditions, including the receipt of all necessary approvals from the Toronto Stock Exchange.
About Carmanah Technologies Corporation
Carmanah designs, develops, and distributes a portfolio of products focused on energy-optimized LED solutions for infrastructure. Since 1996, we have earned a global reputation for delivering durable, dependable, efficient, and cost-effective solutions for industrial applications that perform in some of the world’s harshest environments. We manage our business within three reportable segments: Signals, Illumination, and Power. The Signals segment serves the Airfield Ground Lighting, Aviation Obstruction, Offshore Wind, Marine, and Traffic markets. The Illumination segment provides solar-powered LED outdoor lights for municipal and commercial customers. The Power segment serves both On-Grid and Off-Grid verticals.
About Cybernetica AS
Cybernetica is an R&D intensive ICT company that researches, develops and manufactures mission-critical systems, light signalling and telematics products, maritime surveillance and radio communications systems. Cybernetica has been an active counterpart in developing critical e-Government systems, such as the Estonian X-Road, i-Voting, e-Customs and others. Cybernetica’s integrated management system is certified per the standards ISO 9001:2008 and ISO 14001:2004.
Chief Financial Officer/Corporate Secretary
Chief Executive Officer
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “expects,” “estimates,” “could,” “will” or variations of such words and phrases. Forward-looking statements or information in this news release relate to, among other things: revenues, and revenue growth, for the fourth quarter and year ended December 31, 2015; order backlogs; gross margins; and estimates of EBITDA and Adjusted EBITDA. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Carmanah or Sabik to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to: our ability to become a worldwide leader in the marine aids to navigation industry, the potential growth of the offshore wind safety market or our ability to participate in any growth, and other general uncertainties that may impact actual outcomes. These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions, and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. Carmanah disclaims any obligation to update, or to publicly announce, any such statements, events, or developments except as required by law.
For additional information on these risks and uncertainties, see Carmanah’s most recently filed Annual Information Form (AIF) and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company’s website at www.carmanah.com. The risk factors identified in Carmanah’s AIF and MD&A are not intended to represent a complete list of factors that could affect Carmanah.