Toronto, ON, November 14, 2014 – Wi2Wi Corporation ("Wi2Wi" or the "Company") is pleased to announce the completion of the previously announced acquisition of certain assets and trade liabilities of Precision Devices, Inc. ("Precision") used in connection with the design, manufacture, distribution, and sale of Precision's radio frequency products that include crystals, oscillators, filters and a whole range of frequency controllers (the "Purchased Assets") pursuant to an asset purchase agreement dated October 2, 2014 (the "Purchase Agreement" and together, the "Transaction").
In consideration for the Purchased Assets, the Company (i) issued 4,461,353 common shares in the capital of the Company, representing 5% of the outstanding common shares as of November 4, 2014, to LaSalle Capital Group II-A, L.P., ("LaSalle"), a senior secured lender to Precision, in trust for Precision and (ii) granted a US$2.5 million secured subordinated convertible debenture (the "Debenture") to LaSalle, in trust for Precision. The Debenture will mature October 1, 2015 and will bear interest at the rate of 10.25% per annum payable on the maturity date of the Debenture. Pursuant to the terms of the Debenture, Precision may convert all or any part of the principal amount outstanding under the Debenture into common shares in the capital of the Company (each, a "Share") at a conversion price of $0.25 per Share and any accrued but unpaid interest thereon at the Market Price (as defined in the policies of the TSX Venture Exchange) at the time of conversion, and could result in up to issuance of additional 11,289,000 shares.
Dr. Hans Black, Chair of the Company's Board of Directors, added "This is a great fit for Wi2Wi and it enables the team to create shareholder value and propel the company forward. This is consistent with Wi2Wi's strategy to make tactical accretive acquisitions to move in as a full-fledged wireless integration solutions provider in the growing M2M and IoT space."
Precision's customers include Tier 1 customers in the avionics, military and telecommunications industry and generated revenues of USD$16.3 million in 2013.
About Wi2Wi
Wi2Wi is a leader in industrial‑class WiFi, WiFi‑Bluetooth and GPS system‑in‑a‑package (SiPs). Wi2Wi focuses on industrial (including Automotive), medical, infrastructure (including smart‑home/smart building) and government markets worldwide. Wi2Wi's products and value-added services provide highly integrated, multifunctional wireless sub‑systems as complete wireless connectivity solutions for the Machine‑to‑Machine (M2M) and portable device applications globally. The Wi2Wi product range is designed for long life under a wide range of temperature variables.
About Precision Devices
Precision Devices, is a leading global developer and manufacturer of frequency control and filter products. With an established engineering heritage, Precision Devices, Inc. offers a comprehensive range of precision engineered crystals, LC filters, crystal filters, clock oscillators, voltage controlled crystal oscillators (VCXOs), and temperature compensated crystal oscillators (TCXOs) and oven‑controlled crystal oscillators (OCXOs). Precision supports customers in a wide range of industry sectors including avionics, space, defense, automotive, telecommunications and consumer products.
"Forward-Looking" and "Safe-Harbor" Statements are omitted