MONTREAL, Nov. 23, 2021 (GLOBE NEWSWIRE) -- RELEVIUM TECHNOLOGIES INC. (TSX.V:“RLV”, OTCQB:“RLLVF” and Frankfurt: “6BX”) (the “Company” or “Relevium”), a company operating in the Personal Protective Equipment (“PPE) sector, is pleased to announce today it has entered into a non-binding term sheet (“Term Sheet”) in respect of a proposed acquisition of all the issued and outstanding shares of MED PPE CANADA INC. (“Med PPE”), a distributor of medical equipment, purification systems, and PPE and supplies to the Canadian market.
MED PPE CANADA INC.
Med PPE is a privately held, Edmonton-based corporation formed in April 2020 to focus on global market demand and supply of PPE products. Med PPE is a fully licensed distributor of PPE equipment as well as purification systems, and is currently pursuing all forms of PPE, utilizing multiple international resources and procurement opportunities. Med PPE has established a fully licensed facility to operate within the PPE sector, allowing direct selling to all levels of government, professional and medical institutions in Canada.
The accretive acquisition of MED PPE will greatly strengthen Relevium’s existing PPE business, which has primarily focused on business supply channels into the North American market. The combined business will allow Relevium to aggressively pursue and secure government and institutional PPE tenders through its established state-of-the-art logistics platform, as well as utilization and distribution of air purification and disinfection technologies. MED PPE, along with Relevium and its partners, will allow for greater cross-border North American business opportunities, and leverage strategic sales and marketing channels.
Aurelio Useche, CEO of Relevium stated: “The addition of MED PPE and its team to Relevium is a significant step to validating our current business strategy in providing a “stable” and “trusted” source of essential medical supplies and PPE to the North American markets. We are excited to work with Mr. Booth and his team of professionals, and we look forward to the successful completion of this transaction.”
Terry Booth, CEO of MED PPE stated: “We are excited to join forces with Relevium and to expand our combined business beyond the scope of the ongoing pandemic. As the new business combination continues to execute on plan, we are ready to provide solid and predictable sourcing for various medical supplies, both to the Canadian market, as well as expansion and support to ongoing efforts in the United States and beyond.” Booth added: “We expect that with Relevium and our science teams our penetration into air quality system markets will have a significant impact on reducing the risk of any viral disease spread and result in shareholder value.”
Foundation Markets Inc., a Toronto based boutique investment bank and Exempt Market Dealer is acting as advisor to the Company on this transaction.
Under the terms of the proposed transaction the Company would acquire all of the outstanding shares of Med PPE for an initial consideration of $2,400,000 payable through the issuance of 120,000,000 common shares in the capital of the Company on closing and an earnout purchase price of up to $8,566,000, payable upon the achievement of certain Revenue and EBITDA targets for the Med PPE business for the 2021 and 2022 calendar years (the "Earnout Payments").
Under the proposed terms, the vendors of the Med PPE shares would receive (i) a $500,000 Earnout Payment if the Med PPE revenue for 2021 is $7,200,000 and the amount of this Earnout Payment would increase by $0.16 for every $1 of revenue exceeding the $7,200,000 target, to a maximum of $1,000,000; (ii) a $375,000 Earnout Payment if the Med PPE EBITDA margin is equal to or greater than 5% for 2021 and the amount of this Earnout Payment would increase by $150,000 for every 1% of EBITDA margin above 5%, to a maximum of $1,500,000; (iii) a $1,000,000 Earnout Payment if the Med PPE revenue for 2022 is $9,800,000 and the amount of this Earnout Payment will increase or decrease by $0.10 for every $1 of revenue above or below the $9,800,000 target, to a maximum of $2,000,000; and (iv) a $500,000 Earnout Payment if the Med PPE EBITDA for 2022 is $300,000 and the amount of this Earnout Payment would increase or decrease by $3.33 for every $1 of EBITDA above or below the $300,000 target, to a maximum of $1,666,000 and with no Earnout Payment being paid for this item if EBITDA for 2022 is less than $225,000.
The Earnout Payments would be payable in common shares of the Company with the number of shares to be issued being calculated based on the volume weighted average trading price of the common shares of the Company for the 10 days preceding the date of issuance.
Completion of the transaction is subject to customary closing conditions including the completion of due diligence, negotiation of definitive agreements and receipt of all necessary regulatory approvals including, without limitation, approval of the TSX Venture Exchange. There is no guarantee that the proposed transaction will be completed on the terms set forth herein or at all.
About Relevium Technologies
Relevium Technologies Inc., is a publicly traded company, focused on international procurement, logistics, and delivery of PPE into the North American marketplace. Utilizing trusted vendors and suppliers, and integrating a comprehensive, state-of-the-art supply chain, Artificial Intelligence, and Blockchain technology, enables a highly secure and compliant platform for delivery of PPE equipment to governments, hospitals, foundations, and various institutions.
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 Note Regarding Forward-Looking Statements
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the proposed acquisition and the terms thereof, are forward-looking statements and contain forward-looking information. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur".
Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including the assumptions that the Company will be able to satisfy the conditions to complete the proposed acquisition.
These forward-looking statements 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 or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, the risk that the Company is unable to satisfy the conditions of closing the proposed acquisition including receipt of all necessary regulatory approvals.
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. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbour.
On Behalf of the Board of Directors
RELEVIUM TECHNOLOGIES INC.
President and CEO
For more information about this press release: Tel: +1.888.528.8687