Amalgamation of US green technology company into iQ Power/Annual Shareholders’ Meeting end of September
Annual Shareholders’ Meeting on Sept. 28, 2018 in Zug
Board of Directors approval for purchase of green technology company in USA through share exchange
Share purchase planned at EUR 0,07/share equivalent
Bridge loan of USD 14 million to iQ Power Licensing for new business initatives to be followed by large equity capital
iQ Power Licensing AG to be re-named iQ Power Technologies AG
Parallel listing on Frankfurt and Berlin Exchange planned; later NASDAQ
Reverse Split of 23:1 and company headquarters move to Zurich planned
Deal contingent on final due diligences and shareholder approval
Zug, Switzerland, 07 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 that the Board of Directors has approved an offer for an amalgamation with a green technology company in USA. iQ Power Licensing AG (IQPL) will be the surviving company and the CEO will be Bob Sullivan.
The US-company which will be amalgamated into iQ Power Licensing AG is Engenavis Inc., Delaware, USA. Engenavis (ENG) is headed by star investor, George Weiss. The company features several start-up business units centering around environmentally-friendly technologies, including anti-idling fuel savings technology or mobile solar energy units. The technology section for no emission waste and used tyre recycling as well as the other business units, will be 100% owned subsidiaries of future iQ Power Technologies AG.
George Weiss, Chairman of Engenavis is arranging a bridge financing from an institutional finance company for USD 14 million, which will be directly loaned to iQ Power Licensing AG (IQPL) to fund the new company and business expansion. The USD 14 million bridge financing is planned to be replaced by a large investment (equity money) to be made in early 2019. For this effort, the company will be bringing on board Mr. Scott Anchin, an experienced New York capital markets professional into the role of Board Member and interim CFO.
The expansion plans are the same as previously planned and announced at the extraordinary shareholders’ meeting. Additionally there will be an aggressive battery factory expansion program centered on the concept “Battery Factory of the Future” (BFF) of iQ Power for battery manufacturers and battery plants worldwide. The major item for the short-term future within this concept will be the purchase of majority interest in a small but modern and efficient European battery factory with good track record and positive balance sheet, which will showcase the next generation equipment and manufacturing methods of the BFF concept. Thereafter, further expansions are in the planning phase.
A valuation for Engenavis is now being performed and must be audited and approved by the IQPL auditors, Price Waterhouse Coopers, Zurich. The valuation of ENG is anticipated at an excess of USD 35 million. Post-amalgamation, iQ Power Licensing shareholders will have approximately 49% of the new company, compared to 40% planned previously, and ENG will be merged at a value of around 51% of the new company, which is calculated at EUR 0,07 per share as being announced.
Shareholders of IQPL stock who signed share exchange agreements in late April, will be notified of cancellation, at the latest, following the upcoming ordinary shareholders’ meeting.
The USD 14 million financing, as well as the valuation of Engenavis, are subject to a detailed examination, known as Due Diligence. Following satisfactory conclusion of the Due Diligence and shareholder approval, the amalgamation and financing will be executed. In order to understrike the sincerity of the agreement, Engenavis has financed, in advance, all costs for the upcoming shareholder’s meeting and legal costs for the transaction.
Following the transaction, the new company iQ Power Technologies AG (iQPT) will apply to be listed as soon as possible in 2018 on Regulated Market of the Berlin Stock Exchange and also be traded on the Frankfurt XETRA platform. The listing on the NASDAQ exchange in the USA is planned for 2019 or 2020. A possible listing in Singapore is being considered
In order to have an optimal number of shares in the new company, iQ Power Technologies AG, a reverse split of 23:1 is planned. To accomplish the reverse split, it is necessary to move the company headquarters to the Canton of Zurich. This measure is subject to the final approval of the Federal Commercial Register in Bern, which is expected prior to the Annual Shareholders’ Meeting. After the reverse split, there will be approximately 30 million shares outstanding with an anticipated value of EUR 3,00.
All resolutions at the shareholders’ meeting held on September 28, 2018 in Zug, are available in detail on the iQ Power website under section investor relations, together with the invitation for the Annual hareholder’s Meeting 2018. Due to organizational reasons, no internet video transmission of the Annual Shareholders’ Meeting will be available this time. Please ignore this option in the registration form in the invitation material.
Bob Sullivan, CEO of iQ Power Licensing, states, “Although the deal has been delayed, the change is positive for the current iQPL shareholders. I still adamantly maintain, that this is a once-in-a-lifetime opportunity for iQPL and its shareholders. The bundling of new business opportunities and the enabling of new business drivers by a large investment will create a company that is an attractive investment vehicle for large international institutional investors. Having a broad and experienced management team, an experienced capital markets executive as interim CFO, and George Weiss as a well-known executive with a sterling track record for creating shareholder value will ensure the success of the consolidated company.”
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. – More under: iQ Power