CarbonOne Technologies Reaches Agreement to Acquire the TekModo Group of Companies
By Marketwired News
By Marketwired News
VANCOUVER, BRITISH COLUMBIA–(Marketwired – May 24, 2016) –CarbonOne Technologies Inc. (TSX VENTURE:CX) (“CarbonOne” or the “Company“) is pleased to announce that the Company has entered into a binding agreement to acquire the TekModo group of companies, TekModo Structures LLC and TekModo LLC (collectively “TekModo”). TekModo is an established manufacturer and distributor of advanced composite panels for use in the recreational vehicle (“RV”), bus, marine and commercial transportation vehicle industries. The TekModo acquisition will bring manufacturing and marketing expertise to CarbonOne, along with direct access to potential end users of CarbonOne’s developed products.
“This transformative acquisition will bring immediate revenue to CarbonOne and provides direct access to the manufacturing and distribution side of the advanced materials industry,” said John Proust, Chairman and Chief Executive Officer of CarbonOne. “Both companies are focused on producing high-quality, innovative materials and the associated manufacturing processes. With their combined expertise, CarbonOne and TekModo can realize the growth potential within TekModo’s existing products and customer base, while advancing a pipeline of near-commercial products with applications across a range of industries.
“TekModo’s leadership team brings innovation and manufacturing insight that will be invaluable as CarbonOne advances its products,” continued Mr. Proust. “Together, CarbonOne and TekModo have the technologies, products and capacity to manufacture ground-breaking products that bring competitive advantages to a diverse customer base.”
TekModo manufactures and sells composite panels that are currently being used in the walls, roofs, floors and doors of RVs, buses and trailers. TekModo’s products are lighter, stronger and more durable than the wood products they replace, and are also resistant to water, mold and mildew. In addition, many of TekModo’s products can be produced in one continuous sheet, increasing the impact strength and eliminating the aesthetic and physical drawbacks of panel seams.
TekModo’s head office and 50,000 sq ft manufacturing facility is based in Elkhart, Indiana, located within a 30-minute drive of 80% of its customer base.
Through its manufacturing company, TekModo Structures LLC, TekModo has developed a number of advanced-stage composite products that were introduced to the market earlier this year, with additional products in the pipeline.
Through its distribution company, TekModo LLC, TekModo has exclusive North American distribution rights for two products in the markets they serve. SymaLITE™ is an automotive grade sidewall composite substrate engineered to replace wood panels for both exterior and interior walls, ceiling and floor structures. TekModo currently sells SymaLITE to several major RV manufacturers for use in sidewall substrates, front wraps and rear walls. CosmoLite™, which is a TekModo branded product, is a semi-rigid, continuously reinforced fiberglass and thermoplastic composite designed to replace plywood in hard-roof membranes, floor substrate and external skins. TekModo currently sells CosmoLite™ to several major RV manufacturers, bus manufacturers and commercial trailer manufacturers.
TekModo is recognized as a leader within the RV industry and has achieved a number of RV industry firsts with both its innovative products and its proprietary manufacturing techniques. TekModo is the first company to produce a seamless sidewall skin, seamless roof wrap and seamless ramp door. TekModo is also the first company to have a continuous wide-width lamination process, allowing the company to produce the first continuous substrate greater than 96″ wide.
TekModo’s executive team has a long history of innovation, manufacturing and marketing in the automotive and transportation industries.
Mary Wetzel, co-founder and President of TekModo, held increasingly strategic leadership roles with General Motors, Chrysler and Dodge, including as DaimlerChrysler’s Senior Manager for Business Management and Market Intelligence. Mary was inducted into the Automotive Hall of Fame in 2004, receiving the Young Leadership and Excellence Award in recognition of her significant contributions to the automotive industry.
“Collaborating with CarbonOne brings market visibility to TekModo’s diverse product base and business plan and the capital market expertise required to grow the company,” said Mary Wetzel, President of TekModo. “Additionally, integrating CarbonOne’s advanced materials technologies with TekModo’s manufacturing processes supports TekModo’s objective of expanding its market share by introducing new composite products to the RV and transportation industries.”
Marc LaCounte, co-founder and Business Development Officer of TekModo, has held a number of senior roles with automotive and advanced materials companies. As the Senior Business Unit Manager of Specialty Markets for Webasto Thermosystems, Marc was credited with introducing a revolutionary cargo heating system to the market from concept through to global distribution.
“Access to CarbonOne’s advanced material sciences and intellectual property further expands TekModo’s ability to deliver industry-leading products to its customers,” said Marc LaCounte, Business Development Officer of TekModo. “CarbonOne and TekModo are well positioned to leverage our mutual commitment to innovation and leadership in the advanced materials industry.”
About the Transaction
CarbonOne has received unanimous Board approval to acquire all of the units of both TekModo Structures LLC and TekModo LLC (the “Transaction”), for total consideration of 52,762,839 CarbonOne shares and a cash payment of US$911,980. In addition, CarbonOne has agreed to arrange for a sidecar loan of up to US$500,000 to be advanced to TekModo. Lenders have advanced the first US$200,000 of that financing to TekModo Structures LLC. In consideration for the lenders agreeing to this financing, CarbonOne has agreed to issue bonus shares as permitted by the TSX Venture Exchange policies.
The CarbonOne shares issued at closing of the Transaction are subject to a standard four-month hold period. In addition, both the existing CarbonOne shares and shares issued at closing of the arms-length Transaction are subject to back-end-loaded pooling agreements as outlined below:
|52,762,839||Shares issued to TekModo shareholders|
|•||11,617,256 released in increments over 24 months|
|•||21,620,380 released in increments over 36 months|
|•||19,525,203 released in increments over 42 months|
|80,771,427||CarbonOne shares outstanding, of which 42,896,328 are subject to a pooling agreement|
|15,013,715 CarbonOne shares subject to time release:|
|•||4,289,632 released to date|
|•||2,144,816 released every 6 months, next release date July 23, 2016|
|27,882,613 CarbonOne shares subject to performance release:|
|•||20% released at $10 million in gross revenue|
|•||Further 20% released at $25 million in cumulative gross revenue|
|•||Final 25% released at $35 million in cumulative gross revenue|
|133,534,266||Total shares outstanding at closing of Transaction|
|42,164,731||Public float at closing of Transaction|
Closing of the Transaction is subject to a number of conditions including completion of audited financial statements for both TekModo companies, TSX Venture Exchange approval for the Transaction, and CarbonOne completing an equity financing sufficient to pay the cash portion of the purchase price and fund TekModo and CarbonOne. CarbonOne and TekModo have agreed to work together to close the Transaction by July 29, 2016, which date may be extended to August 31, 2016. There are no finder’s fees payable in connection with the Transaction.
CarbonOne holds exclusive worldwide rights to a suite of intellectual property, and is focused on advancing four products: XBar™ rebar, C1Core™ panel, activated carbon and defense products. XBar rebar is a rust proof composite rebar that is lighter and has higher tensile strength than steel rebar. A number of universities in both Canada and the United States are performing independent tests to confirm XBar rebar’s performance across a range of strength and durability metrics. C1Core panel is designed as a multi-layer composite material to which customers can laminate reinforcement fiber on the outside to make a composite board. Through TekModo, CarbonOne has seen significant interest from the RV industry. Using its proprietary resin, CarbonOne has developed a pelletizing process that produces very high-quality activated carbon pellets, which are used as a filtration medium in a number of industries. Discussions are underway to commercialize this opportunity in the near term. The Company is also developing defense products for both civilian and military applications.
On Behalf of the Board of CarbonOne Technologies Inc.
John Proust, Chairman & CEO
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Notes Regarding Forward-looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will”, “can realize”, “potential”, “objective”, “subject to”, “may choose”, and variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed by such forward-looking statements or forward-looking information, including the business of the Company, CarbonOne’s financial situation and its ability to continue as a going concern, CarbonOne’s ability to satisfy the conditions required to close the acquisition of TekModo, CarbonOne’s ability to complete the financing associated with the Transaction, CarbonOne’s ability to advance its products to commercialization and cash flow, TekModo’s ability to sustain its current levels of sales, TekModo’s ability to advance its development-stage products to commercialization and cash flow, the companies realizing the anticipated synergies of the Transaction, and CarbonOne’s ability to capitalize on additional business opportunities. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
CarbonOne Technologies Inc.
Chairman and CEO
CarbonOne Technologies Inc.
Vice President, Investor Relations and Communications