All agenda items approved by a large majority at the Annual Shareholders’ Meeting on September 28, 2018 in Zug
Share capital increase approved for the proposed amalgamation with Engenavis Inc., Delaware/USA
Approval of the proposed amalgamation with Engenavis Inc., Delaware/USA
Four new members of the Board of Directors approved
Board of Directors approve immediate measures for new listing in the regulated market
Stock options granted to new financing partners and new key employees
Zug, Switzerland, 29 September 2018 – iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and marketer of technologies for environmentally friendly and technologically innovative starter batteries for motor vehicles and licenses in these technologies, announces the approval of all agenda items at the Annual Shareholders´ Meeting held on September 28, 2018 in Zug. The entire protocol will be published on the company website as soon as all notarial formalities have been accomplished.
Shareholders have paved the way for the amalgamation with Engenavis Inc. The transaction will be final upon the exchange of Engenavis shares for the Corporation’s shares which will be completed within a day or two. Also, the parties are cooperating to consummate the new USD 14 million funding expected shortly from ExWorks, a highly experienced lender to corporations like the combined Engenavis and iQ Power Licensing. This closing is anticipated within two weeks.
Approximately 370 million shares will be created for issuance to Engenavis Inc. shareholders in exchange for 100% of the shares in Engenavis Inc. The iQ Power Licensing AG shares are being issued at a value of EUR 0,07/share, which represents a purchase price of just under EUR 26 million.
The valuation of Engenavis Inc., recently done by a highly respected expert appraiser of US companies like Engenavis, resulted in a discounted value of approximately USD 88 million. This report was audited by the Swiss auditors for iQ Power Licensing. Post-amalgamation iQ Power Licensing shareholders will have slightly over 49% of the new company, and Engenavis stockholders will, have slightly above 50%.
Four new members have joined the Board of Directors of iQ Power Licensing AG: Mr. George Weiss, CEO of his private investment firm Beechtree Capital, LLC and Executive Chairman of Engenavis, will serve as the new Chairman of the Board. New Board members will also be Bob Sullivan, who is the current CEO of iQ Power Licensing (Mr. Sullivan will also serve as Vice Chairman of the Board), Jim LoPresti as COO and Scott Anchin (CFO) while Mr. Won-Lak Choi will remain on the Board of Directors. Special thanks were given to the out-going long-serving Chairman of the Board, Dr. Raymond Wicki. Thanks were also given to Mr. Bernhard Rose and Mr. Darwin Sauer who are now no longer Board Members.
In one of the first actions of the new Board of Directors, funding was approved for preparation of a prospectus and to take all actions necessary for the new listing of the combined corporation on the Berlin regulated market. The regulated market listing will also allow trading on the Frankfurt XETRA exchange.
The Board approved options for key new employees and the new financial partners, ExWorks Inc., who is providing the USD 14 million bridge loan as well as Linesight 360 which will seek major USD funding for the new innovative technologies of the company as well as other financial firms and others who raised funds to achieve the amalgamation. The options will be issued at market price.
With this news published all exchange agreements signed by iQ Power stockholders are cancelled and shares can be traded immediately as usual. All iQ Power shareholders who signed such an exchange agreement in late April this year will also be notified individually in writing shortly.
About the iQ Power Technology
Batteries with iQ Power technology are designed to generate better performance in Start-Stop applications and to meet the growing demands of electronic usage in vehicles today. It is the first significant innovation to the flooded starter battery in decades. Automatic mixing of electrolyte inside the battery by passive mixing elements ensures uniform acid density for higher sustained performance throughout the entire life of the battery, thus avoiding early loss of capacity (Ah) as usual with ordinary batteries. This prolongs plate life by eliminating acid stratification and thermal gradients, delivering greater material utilization for a lower cost per cycle over conventional batteries. The patented technology was awarded the coveted Automechanika innovation award 1st prize in 2010 and und became a first prize winner of the GreenTec Awards in 2017.