Ynvisible Interactive Inc. (the "Company" or "Ynvisible") is pleased to announce that it has entered into a binding Letter of Intent ("LOI") with Consensum Production AB ("Consensum"), dated July 8, 2019, which sets out the basic terms and conditions pursuant to which Ynvisible will acquire 100% of the issued and outstanding shares of Consensum (the "Transaction").
The acquisition of Consensum is the solution for the Company to establish high volume roll-to-roll printing of electrochromic displays, and to further expand its production and system integration capabilities of other printed electronic components and systems.
The proposed Transaction is intended to position Ynvisible as a leading provider of electrochromic printed display solutions for high volume applications. The combined entity will leverage Ynvisible's technical expertise, customer base and experienced management team.
Terms of Letter of Intent
Pursuant to the terms of the LOI, in consideration for the Transaction and upon closing thereof (the "Closing Date") the Company will issue 3,564,474 common shares in the capital of the Company (the "Payment Shares") at a deemed price of $0.474 CAD per Payment Share. The Payment Shares will be subject to a statutory hold period of 4 months and a day from the Closing Date as well as additional voluntary hold periods agreed to by the Consensum shareholders.
The Transaction is subject to certain closing conditions, including, without limitation, (i) the parties successfully entering into a definitive agreement on or before August 15, 2019, or such other date as Ynvisible and Consensum may mutually agree; (ii) completion of due diligence to the satisfaction of each of the Company and Consensum; and (iii) receipt of all requisite approvals, including of the board of directors of each party and of the TSX Venture Exchange. There can be no assurance that the Transaction will be completed as proposed or at all.
In connection with the Transaction, Ynvisible has agreed to provide a secured bridge loan to Consensum of $145,000.
Consensum is a contract manufacturer of printed electronics and hybrid systems. Consensum is located in Sweden in the city of Linköping and with active collaborations with partners in the neighboring city Norrköping. The Twin-city region has been a leading hub in printed and paper-based electronics for over 25 years. Linköpings univeristet and applied research institute RISE (formerly Acreo) have a long history of research and development in printable electrochromics dating back to the 1980's.
Consensum's team and owners are tightly connected to this ecosystem. The team has accumulated over a decade of experience in roll-to-roll printing of different electronic components, including displays. The company operates a full-scale roll-to-roll production line and processes required for manufacture, converting and testing of printed electronics components and systems. Until now the focus has been that of a contract manufacturer of printed electronics and hybrid systems, and Ynvisible has been one of Consensum's clients.
Leif Ljungqvist, the Acting CEO of Consensum: "We see a growing market for printed electronics worldwide and this acquisition is a next logistical development step for Ynvisible who has been one of our clients to develop and advance this technology."
This will also strengthen the position of the region as a world leading hub for printed electronic components and systems. Chief Executive Officer Jani-Mikael Kuusisto of Ynvisible commented: "Increasing and further enhancing our Company's manufacturing capabilities is a central target, as we advance our growing base of prototyping client cases into high volume uses. We're impressed by the roll-to-roll manufacturing experience and capabilities within Consensum, and the rich set of complementing printed and paper electronics competences and facilities within the Linköping-Norrköping ecosystem. By investing into Consensum, we look to increase our manufacturing and technology transfer capabilities and become a part of this strong ecosystem in printed electronics, with the aim of accelerating our business."
About Ynvisible Interactive Inc.
Ynvisible is a leading company in the emerging printed and flexible electronics sector. Given the cost and power-consumption advantages over conventional electronics, printed electronics are a key enabler of mass adoption of the Internet of Things ("IoT") and smart objects. Ynvisible has experience, know-how and intellectual property in the field of electrochromic materials, inks, and systems. Ynvisible's interactive printed graphics solutions solve the need for ultra-low power, mass deployable, & easy-to-use electronic displays and indicators for everyday smart objects, IoT devices, and ambient intelligence (intelligent surfaces). Ynvisible offers a mix of services, materials and technology to brand owners developing smart objects and IoT products. For additional information regarding Ynvisible Interactive and other corporate information, please visit the Company's website at www.ynvisible.com