EnWave Corporation (TSX-V:ENW | FSE:E4U) (“EnWave” or “the Company") entered today into final agreements relating to the acquisition of an approximately 86.5% controlling interest in Hans Binder Maschinenbau GmbH (“Binder”), an established German dehydration equipment builder with extensive vacuum-microwave (“VM”) and conventional drying technology expertise. While the TSX Venture Exchange has already provided conditional approval, it is expected that the transaction will be closed by the end of this month following formalities required for the capital increase taking effect.
In exchange for the controlling interest, EnWave will invest 2,000,000 Euro directly into the capital structure of Binder. The acquisition was subject to a number of required conditions, including: (a) successful completion of legal, financial and tax due diligence; and (b) negotiation and execution of definitive agreements, all of which have now been satisfied.
Under the terms of the acquisition, the controlling interest increases to approximately 86.5% from the 75.1% interest originally agreed upon in the Letter of Intent (“LOI”) signed in June 2012, due to a valuation adjustment since that date.
Highlights of the Acquisition and Synergies
Since announcing their initial strategic partnership together in May of 2009, EnWave and Binder have developed joint commercial projects and a strong marketing and technical partnership with common interests in the global dehydration industry. With Binder’s successful plant delivery earlier this year for an established berry customer in the U.S. market and a growing interest in VM technology from multi-national Tier 1 customers, the parties agreed it was an opportune time to join forces with the intention of becoming a leading global innovator and industrial supplier of VM technology.
The strategic acquisition of Binder strengthens the Company’s royalty and licensing model, bringing together EnWave’s innovation, global marketing expertise, Tier 1 collaboration pipeline and growing patent position, with Binder's economies of scale, experience and ability to design and deliver industrial scale turn-key VM plants customized for specific applications. These combined strengths should offer customers exceptional machine quality and overall service with stronger protection of general know-how and intellectual property on a global basis.
Global Management Team Strengthened
The acquisition also provides EnWave with the addition of global management depth for the delivery of industrial scale commercial technology. As part of the transaction Binder’s management team will be significantly strengthened with the employment of Mr. Alfred (Fred) Hoen as a co-managing director, who joins Mr. Johann Binder, who will remain as a co-managing director, continuing to represent the Binder family tradition of designing and delivering quality dehydration technology. Collectively, Mr. Hoen and Mr. Binder possess a wealth of experience including the delivery of high-quality turn-key plants in regions throughout the world including Europe, the U.S., Asia, Latin America and the Middle East. In 1987 Mr. Binder, a mechanical engineer, joined the family business, which had been founded by his father in the 1950’s, and has been a managing director of Binder since 1994. Mr. Hoen was one of the original inventors of the MIVAP™ technology and brings over 25 years of mechanical & electrical engineering, sales and project management experience.
The acquisition will enable EnWave to bring together some of the best minds in the VM industry with the common goal of establishing Radiant Energy Vacuum (“REV”) technology as a new industry standard for the dehydration of a wide range of food, pharmaceutical and industrial applications.
Under contracts signed with Mr. Hoen, Mr. Binder and Ms. Binder-Gailler, a shareholder and ongoing member of the Binder accounting and finance team, an aggregate 625,000 EnWave stock options will be granted to them. Each option will entitle its holder to purchase one common share of EnWave for a period of five years from the date of closing of the acquisition, at an exercise price equal to the closing market price of EnWave’s shares on such date, pursuant to TSX Venture Exchange policies. The stock options are subject to vesting and other provisions pursuant to EnWave’s share option plan.
EnWave Signs Patent and Licensing Know-how Agreement with iNAP GmbH
In addition to the strategic acquisition of Binder, EnWave has also signed a Patent and Licensing Know-how Agreement (“the Licensing Agreement”) with iNAP GmbH (“iNAP”) to strengthen the Company’s global control of the intellectual property and know-how relating to the tray-based MIVAP™ dehydration platform. iNAP is a technology holding company controlled by Mr. Hoen and the Binder family for the primary purpose of generating royalties and licensing fees for the MIVAP™ technology. With the exception of a restrictive MIVAP™ license previously granted to a small plant operator in Germany, under the Licensing Agreement EnWave will secure exclusive global rights for the future licensing of MIVAP™ technology.
In December 2010 EnWave acquired the U.S, patents and exclusive North American rights to MIVAP™ technology from iNAP for a value of Cdn$1,550,000 and an agreement to share 25% of any future royalties generated by EnWave from North American customers who license the MIVAP™ technology. This agreement will continue for all North American Licenses.
Under the terms of the new Licensing Agreement, EnWave will secure exclusive future licensing rights from iNAP for all other global regions, by sharing 50% of any royalties from licensing MIVAP™ technology in all regions outside of North America and agreeing to pay iNAP minimum annual royalty payments representing an aggregate commitment of 1,356,000 Euros over the next five years. The minimum payments will be on a sliding scale gradually increasing from a minimum commitment of 150,000 Euro’s in the first year to 428,000 Euros in the 5th year. EnWave’s minimum annual royalty payments will be reduced each year by any royalties received by iNAP during the year from either North American or global customers.
“We have worked together with the Binder family and their management team since 2009 and are very excited to be combining our skills and strengths at such a pivotal time,” stated Mr. John McNicol, President and Co-CEO of EnWave. “Binder’s proven innovative nature, quality engineering and more than 60 years of machine building expertise in the drying industry should help increase the confidence for EnWave's growing list of multi-national customers to order REV technology in the future.”
“Combining the complementary strengths of both companies will allow us to focus our efforts on a singular goal; disrupt the global dehydration industry with our innovative vacuum-microwave technologies,” stated Mr. Johann Binder. “I personally look forward to helping lead our companies towards achieving this goal.”
Established in 1950, Hans Binder Maschinenbau GmbH designs and develops custom driers and complete dehydration turn-key plants for customers worldwide from their engineering and machine building operation in Marzling, Germany. Binder has extensive experience in both the food and chemical industries with expertise in vacuum microwave drying through their unique continuous tray-based method sold under the MIVAP™ brand. The first MIVAP™ plant in the United States was sold to Milne Fruits Inc for drying blueberries, blackberries and raspberries for snack, baking, cereal and powder products. The Milne plant was successfully started up earlier this year showcasing Binder’s engineering and machine building skills.
EnWave Corporation is a Vancouver-based industrial technology company developing commercial applications for its proprietary Radiant Energy Vacuum (REV) dehydration technology. The company recently licensed REV technology to Milne Fruit Products Inc, its first major U.S. customer, to support a launch of healthy berry snacks and powders across most major markets in North America. More recently, EnWave licensed REV technology to one of its Tier 1 multinational partners from the list below. In addition, EnWave has entered a wide range of research and collaboration agreements with an expanding list of multinational companies, including Nestlé, Kellogg’s, Grupo Bimbo, Grimmway Farms, Ocean Spray Cranberries, Hormel, Bonduelle, Cherry Central, Sun-Maid Growers and Merck. EnWave is introducing REV as a new dehydration standard in the food and biological material sectors: potentially faster and cheaper than freeze drying, with better end product quality than air drying or spray drying.
EnWave currently has six REV platforms: commercial-scale nutraREV® and MIVAP® are used in the food industry to dry fruits, vegetables, meat, herbs and seafood quickly and at low-cost, while maintaining high levels of nutrition, taste, texture and colour. The Company is also developing powderREV™ for bulk dehydration of food cultures, probiotics and fine biochemicals such as enzymes; quantaREV™ for continuous, high-volume low-temperature drying of pastes, gels, liquids, or particulates; and bioREV™ and freezeREV™ as new methods to stabilize and dehydrate biopharmaceuticals such as vaccines and antibodies. More information about EnWave is available at www.enwave.net.
Dr. Tim Durance
Chairman and Co-CEO
For further information:
Mr. Brent Charleton, Director of Marketing & Corporate Affairs at (778) 378-9616
Mr. John McNicol, President & Co-CEO, EnWave Corporation at (604) 601-8524
Safe Harbour for Forward-Looking Information Statements: This press release may contain forward-looking information based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company's strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions. There is no guarantee that the Company's REV technology can or will improve processes in the target industry; even if the Company's REV technology can be used as described in this document, there is no guarantee that such use will result in orders for the Company's REV technology. All figures comparing REV technologies to freeze drying or other dehydration technologies are provided as examples of data obtained through the Company's own scientific and testing programs; each product must be tested individually to determine the benefits of using REV.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.