ATW Tech Inc. Announces Update on Acquisition and MCTO
Montreal, QC - TheNewswire - May 30, 2023 - ATW Tech Inc. (the “Company” or “ATW”) (TSX-V:ATW) is pleased to announce an update on a previously announced acquisition and on MCTO.
On April 25, 2023, the Company announced its intention to proceed with the acquisition of one target entities by May 31, 2023. The Company hereby confirms that it still intends to close the acquisition of the target entity (the "Target"), but extends the closing date no later than June 15, 2023 in order to complete its work (the "Transaction").
The Target provides data analytics tools and expert consulting services to help clients drive business transformation through sophisticated data strategies. Fueled by strong management, more than 15 seasoned employees and tailored analytics solutions, the Target helps clients fast-track their data initiatives and drive tangible value in the fields of public safety, finance, retail and more.
The Transaction is still subject to a number of closing conditions, including the approval of the TSX Venture Exchange (“TSXV”).
ATW is providing a second update with respect to its previously announced management cease trade order (“MCTO”) issued by the Corporation’s principal regulator, the Autorité des marchés financiers (the “AMF”), on May 2, 2023. The MCTO was issued in connection with the delay by the Company in filing its audited financial statements, management’s discussion and analysis and related certification for the period ended December 31, 2022 (collectively the “Required Documents”), before the prescribed deadline of May 1st, 2023.
Further to the Default Announcement and the subsequent updates provided by the Corporation on May 3rd, 2023 and May 16, 2023, the Corporation reports that it continues to work diligently with its auditors to finalized the Required Documents as soon as they are available but no later than June 30, 2023.
As previously announced, pursuant to the MCTO, Carlos Bedran, Michel Guay, Christian Trudeau and Louis Lessard may not trade securities of the Company until such time as the Company files the Required Documents and the AMF revokes the MCTO. The MCTO does not affect the ability to other shareholders to trade their securities.
The Corporation is providing this bi-weekly default status report in accordance with Policy Statement 12-203 Respecting Management Cease Trade Orders (“PS 12-203”). Until such time as the Corporation files the Required Documents and the MCTO has been revoked, the Corporation intends to follow the provisions of the alternative information guidelines set out in PS 12-203, including the issuance of bi-weekly default status reports in the form of news releases.
Pursuant to the provisions of the alternative information guidelines specified in PS 12-203, the Corporation confirms that, as of the date of this news release, that there have been no material change to the information contained in the Default Announcement issued on May 1st 2023 (the “Default Announcement”) that would reasonably be expected to be material to an investor; (b) there have been no failure by the defaulting Company to fulfill its stated intentions with respect to satisfying the provisions of the alternative information guidelines under PS 12-203; (c) there has not been, nor is there anticipated to be, any specified default subsequent to the default which is subject of the Default Announcement; and (d) there is no material information concerning the affairs of the Company that has not been generally disclosed.
ATW TECH PROFILE
ATW Tech is a technology company, owner of several recognized technology platforms such as Semeon Analytics, Option.vote and Voxtel. Semeon Analytics is a highly accurate and flexible text analysis platform for customer reviews and uses a unique combination of machine learning and natural language processing (NLP) to discover significant trends in customer reviews across all channels. Option.vote offers a customized multimethod voting system for unions, political parties, professional associations, and anyone looking for a secure way to reduce their voting costs and improve their participation rate. VoxTel specializes in telephone billing and alternative payment solutions for fixed and mobile lines.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward-looking. These statements include those relating to the Transactions, the closing date of the Transactions, the potential impact of the acquisitions on the Company, the ability of the Company to raise funds in connection with the private placement and the use of the proceeds raised in connection with said private placement. Although the Company believes that such forward‑looking statements reflect expectations based on reasonable assumptions, it cannot guarantee that its expectations will be realized. These assumptions, which may prove to be inaccurate, include, but are not limited to, the following:
(i) All the conditions of the transactions will be met. In particular, ATW will perform satisfactory due diligence on the Targets’ operations, finances, legal status and other matters; (ii) ATW and the Targets’ shareholders will be able to negotiate and conclude a purchase agreement and other documents related to the transaction; (iii) ATW will obtain the necessary regulatory approvals for the acquisition of the Targets on commercially reasonable terms; (iv) The acquisition of the Targets will enable ATW to realize the anticipated synergies; (v) ATW's officers will not set or achieve any other strategic objectives using the proceeds of the Financing. The factors that may affect the achievement of the expected results include (i) The discovery in the due diligence process of elements unfavorable to the Target that would prevent ATW from proceeding with the purchase; (ii) The failure of negotiations between the parties with respect to final documentation; (iii) The Company's inability to realize the anticipated synergies for any reason or due to technical issues that prevent the integration of the Targets’ systems with those of ATW; (iv) The Company's inability to effectively use the proceeds of the private placement; (v) The Company's inability to obtain the regulatory approvals necessary for the acquisitions or the private placement; (vi) Labor disputes or the occurrence of similar risks; (vii) ) a deterioration in the financial market conditions that prevent the Company from raising the required funds in a timely manner, and (viii) the Company's inability to develop and implement a business plan in general and for any reason whatsoever. A description of the risks affecting the Company’s business and activities appears under the heading "Risks and Uncertainties" on pages 10 and 11 of ATW's 2022 annual management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do, the benefits that ATW will derive therefrom. In particular, no assurance can be given as to the future financial performance of ATW. ATW disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.
Additional information regarding ATW Tech is available on SEDAR www.sedar.com