GetSwift Announces Letter of Intent with Stage Equity Partners for Sale of GetSwift Assets
GetSwift Technologies Limited ("GetSwift" or the "Corporation"; NEO: "GSW") is pleased to announce the signing of a non-binding letter of intent with Stage Equity Partners ("Stage") for the acquisition of all of GSW's SaaS business (the "Business") at an enterprise value of $10 million.
Stage proposes to acquire all of the assets associated with the Business at an enterprise value of $10 million (the "Purchase Price") on a debt free and excess-cash free basis with adequate working capital, to be paid at close. Prior to the transaction being completed, the final Purchase Price and terms shall be agreed by both GSW and Stage and a term sheet must be accepted and signed off on by GSW. Stage contemplates a delayed signing and closing to enable Seller (and Seller's ultimate parent company, as applicable) to obtain any necessary stockholder and stock exchange approval. The "drop dead" date for the closing will be 6 months after the signing of the definitive agreements (the "Drop Dead Date").
Stage is willing to extend up to $250,000 in bridge financing, to be funded in advances from and after signing of the definitive agreements in amounts subject to Stage's approval in its sole discretion, with the proceeds thereof to be used solely to fund GSW's ordinary working capital needs during the period between signing and closing (or the Drop Dead Date, if earlier), which will be evidenced by a first priority secured note (the "First Bridge Loan"). Stage may also extend up to $750,000 of additional bridge financing to be funded in advances from and after signing of the definitive agreements in amounts subject to Stage's approval in its sole discretion (the "Second Bridge Loan" and together with the First Bridge Loan, the "Bridge Loan"). The Bridge Loan will be evidenced by a first priority note or credit agreement secured by the Business and will be subject to customary terms and conditions for a transaction of this nature, including, without limitation, (i) restrictions on the payment of any dividends or distributions without Stage's written consent, (ii) restrictions on the use of proceeds without Stage's written consent, (iii) restrictions on entering into or exiting existing commercial relationships without Stage's written consent, (iv) information and reporting rights, and (v) the payment of all outstanding principal and accrued interest no later than the Drop Dead Date.
"We are excited to work with Stage on sale of the SaaS business. Stage is a valued partner to GetSwift. This is in line that our next step forward in our strategic review that we announced on May 10th," said Joel Macdonald, interim CEO. "We look forward to working with Stage to finalize this sale," Macdonald continued.
About GetSwift Technologies Limited
Technology to Optimise Global Delivery Logistics
GetSwift is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the "GetSwift Offering"). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.
GetSwift is headquartered in New York and its common shares are listed for trading on the NEO Exchange under the symbol "GSW". For further background, please visit the Corporation's profile on SEDAR at www.sedar.com and the Corporation's website at www.getswift.co.
Forward Looking Information
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws ("Forward-looking Information"). Forward-looking Information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation. In some cases, Forward-looking Information can be identified by terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking Information in this news release include statements related to short and long term strategic opportunities involving the Corporation and the timing, details, and outcome of the strategic review undertaken by the Board, and the type of strategic opportunity that may be pursued, and the outcome of the Notice of Discontinuances regarding the Australian Securities and Investments Commission v. GetSwift Limited & others Federal Court of Australia VID 146 of 2019, if any.
Forward-looking Information involves various risks and uncertainties and is based on certain factors and assumptions. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Forward-looking Information in this news release include, but are not limited to, statements with respect to: the availability of capital resources to the Corporation in the short and long term, the status of the Corporation's evaluation of strategic opportunities, the evaluation of specific strategic opportunities, including the sale of the Corporation's GSW business, and the Logo Sale Agreement, the Logo Call Option Agreement and the anticipated timing for completion of the transactions contemplated by such agreements.
Important factors that could cause actual results to differ materially from the Corporation's expectations include, without limitation, general market conditions, the ability of the Board to obtain short term financing to enable the Corporation to continue as a going-concern, the ability of the Board to identify strategic opportunities and of the Corporation to enter into agreements in respect of such strategic opportunities, the ability of the Corporation to complete the transactions contemplated by any strategic opportunity identified by the Board, the ability of management and the Board to dedicate resources to the strategic review and the effect of a strategic opportunity on maximizing shareholder value, the effect of the strategic review on maximizing shareholder value, the ability of the Corporation and the Logo Purchasers to complete the transactions contemplated by the Logo Sale Agreement and Logo Call Option Agreement, and the ability of the Corporation and Logo Purchasers to enter into and deliver the documentation required by the Logo Call Option Agreement.
The Corporation undertakes no obligation to update or revise any Forward-looking Information, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Information. Any Forward-looking Information contained in this news release is expressly qualified in its entirety by this cautionary statement.