Key Takeaways
- Edge Total Intelligence Inc. (edgeTI) has completed its acquisition of certain technology assets from Austal Limited, a global leader in shipbuilding and defence prime-contracting.
- The acquired assets include a planning software product, a branched LUSI solution, an enterprise asset management software suite, and other software products.
- edgeTI has issued 6,075,459 subordinate voting shares to Austal, representing 9.9% of the issued and outstanding shares.
- The company has agreed to provide Austal with a right of first refusal to jointly partner in certain opportunities and has granted Austal the right to nominate a director to the board.
Introduction to the Acquisition
Edge Total Intelligence Inc. (edgeTI) is pleased to announce that it has completed its acquisition of certain technology assets from Austal Limited, a global leader in shipbuilding and defence prime-contracting. The acquired assets include a planning software product focused on aviation applications, a branched LUSI solution, an enterprise asset management software suite with a focus on marine applications, and certain other branched minor software products focused on workflow and automation. The acquisition was completed pursuant to a framework collaboration agreement entered into between edgeTI and Austal.
Details of the Acquisition
As part of the acquisition, edgeTI has issued an aggregate of 6,075,459 subordinate voting shares to Austal, representing 9.9% of the issued and outstanding subordinate voting shares on a non-diluted basis. The shares were issued at a deemed price of C$1.00 per share and are subject to a lock-up agreement, which restricts Austal from selling or transferring the shares for a certain period. The lock-up agreement also provides for certain carve-outs, which allow Austal to sell or transfer the shares in certain circumstances. The consideration shares are subject to lock-up in accordance with the terms of a lock-up agreement entered into between the Company and Austal.
Future Opportunities and Partnerships
In connection with the acquisition, edgeTI has agreed to provide Austal with a right of first refusal to jointly partner with the company in respect of certain opportunities in the global marine and army maritime industry or the global commercial fast ferry industry. This partnership will allow both companies to leverage their respective strengths and expertise to pursue new business opportunities. Additionally, edgeTI has granted Austal the right to nominate one individual for election or appointment to the board of directors of the company, subject to compliance with applicable laws and TSX Venture Exchange policies.
Reversion Term and Anti-Dilution Shares
The acquisition is subject to a reversion term, which provides that if certain events occur, such as the failure to complete an uplisting transaction to the NASDAQ or NYSE, the company’s failure to issue anti-dilution shares, or a breach of the framework collaboration agreement, all rights and entitlements of edgeTI to the acquired assets will revert back to Austal. The reversion term is the earlier of the date of termination of the framework collaboration agreement, the date on which the uplisting transaction occurs, the date on which a change of control in relation to Austal occurs, the five-year anniversary of the closing of the transaction, or such other date as may be agreed between Austal and edgeTI. In connection with the completion of the uplisting transaction, edgeTI has also agreed to provide Austal with an anti-dilution adjustment to issue such number of additional subordinate voting shares or other equity securities so as to result in Austal holding a 9.9% equity interest in the company immediately following completion of the uplisting transaction.
About Austal and EdgeTI
Austal is Australia’s global shipbuilder and defence prime contractor, designing, constructing, and sustaining some of the world’s most advanced commercial and defence vessels. For more than 30 years, Austal has contracted more than 300 vessels for over 100 operators in 54 countries, gaining an enviable reputation for building revolutionary ships. Edge Total Intelligence Inc. helps enterprises, service providers, and governments achieve the impossible with real-time digital operations and decision intelligence solutions. Its edgeCore platform unites multiple software applications and data sources into immersive digital twins that give decision-makers clarity, speed, and agility across evolving situations in business, technology, and cross-domain operations.
Cautionary Note Regarding Forward-Looking Statements
The press release contains forward-looking statements and information, which are based on certain key expectations and assumptions made by edgeTI. These forward-looking statements and information are subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. edgeTI undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by law.
