TORONTO, ONTARIO — (Marketwired) — 03/13/15 — Avante Logixx Inc. (TSX VENTURE: XX) (“Avante”) is pleased to announce that it has signed a binding share purchase agreement (the “Agreement”) to purchase all of the issued and outstanding shares of LVS Inc. (“LVS”). Completion of the transaction will be subject to a number of conditions including TSX Venture approval and satisfactory completion of certain remaining due diligence items. The transaction is expected to close on March 31, 2015.
Based in the Greater Toronto Area and founded in 1993 as a high end custom residential security and automation services integrator, LVS () developed a specialized skillset in high end residential installations and later a commercial security capability. LVS generates over $2,800,000 in revenue annually of which approximately 1/3rd is recurring in nature. On closing, the founder of LVS, Yoram Dushek, will act as President of LVS pursuant to an employment agreement and continue to drive strategy and execution.
“This is an exciting opportunity for me and my team at LVS to join with Avante in building a world class security company. I believe the combination of Avante, INTO Electronics, and LVS creates a formidable group with an impressive diversified security offering,” said Yoram Dushek, founder of LVS.
“We are proud to align with someone of Yoram–s stature and reputation in the security industry. He has built a fantastic company and brand. We look forward to working towards closing the transaction expeditiously so we can begin the process of bringing our teams and offerings together and begin cross selling services,” added George Rossolatos, co-CEO of Avante.
Pursuant to the Agreement, Avante has agreed to purchase all of the issued and outstanding shares of LVS from Mr. Dushek and a corporation controlled by Mr. Dushek in consideration for cash and Avante shares. The terms of the Agreement provide that on closing the vendors will receive: (i) a cash payment of $2,700,000, which payment would be subject to certain adjustments including in respect of working capital for which a holdback has been provided; and (ii) 3,157,896 Avante common shares (representing $1,200,000 of shares based on a negotiated price per share of $0.38), of which 2,105,264 Avante common shares are held subject to an escrow agreement with a third party escrow agent which provides that 50% of such escrowed shares are to be released to the vendors within 10 business days following each of the one year and two year anniversary of closing, subject to certain contingencies and adjustments including in respect of indemnity claims.
The proposed transaction is arm–s length and no finder–s fees are payable or to be paid in connection with the transaction.
About Avante Logixx ()
Avante Logixx Inc. (TSX VENTURE: XX) is a Toronto based security and technology company. Its subsidiaries, Avante Security Inc. () and recently acquired INTO Electronics Inc., () together provide best in class security response and other security services for residential and commercial clients, and high-rise condominium applications, and are industry leaders in designing and installing complex security systems, access control, intelligent video analytics and smart home automation. Its International Travel Security offering helps corporations protect traveling employees working abroad in medium/high risk jurisdictions and has executed travel details in over 60 countries. The company continuously develops innovative products and applications within its core competencies. Please visit our websites at and and consider joining our investor email list. Avante recently conducted a test comparing its rapid alarm response service with that of other alarm companies. For the result of this test please see .
FORWARD-LOOKING STATEMENTS
Certain of the statements and information in this press release constitute “forward-looking statements” or “forward-looking information” These statements include, but are not limited to, statements with respect to the entering into of agreements, the closing of transactions and the use of proceeds. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the timing of transactions, the ability to fulfill certain conditions and obtain regulatory approvals, and the ability to raise funds and use the proceeds as anticipated.
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.
Contacts:
Avante Logixx Inc.
George Rossolatos
Co-CEO
(416) 923-6984 x221
Avante Logixx Inc.
Leland Verner
Chairman
(416) 823-7474
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