ENP Newswire -
Release date- 27082014 -
The definitive share and loan purchase agreement (the 'Purchase Agreement') provides for Nanotech to acquire 100% of the issued and outstanding securities of Fortress Optical Features for consideration of up to
Nanotech has also entered into an agreement with
To date, subscription agreements in excess of
The acquisition of Fortress Optical Features will serve as a platform to accelerate commercialization of Nanotech's KolourOptik technology by integrating it into Fortress Optical Features' product line as an addition of KolourOptik images to the OTF threads.
Nanotech will acquire Fortress Optical Features' state-of-the-art building and vacuum metal deposition equipment, located near
The transaction combines complementary businesses that can leverage established banknote customer relationships to accelerate market entry and leapfrog competitive technologies. To date, Fortress Optical Features' technology has been utilized by 11 international currencies.
Fortress Optical Features' CEO
Fortress has the right to appoint one director to the Nanotech board and Nanotech will appoint a director to a Fortress affiliate concerned with security paper production.
Cash portion of the purchase price to be funded by a subscription receipts offering at
Concurrent financing and acquisition closings are scheduled for
'We believe this will be a transformational transaction for Nanotech', stated
Fortress Optical Features' core business is optical thin film material used in security threads incorporated in banknotes in several countries. Originally developed by the Bank of
In the twelve month period ending
Fortress Optical Features recently invested
Fortress Optical Features is currently pursuing business in some of the world's largest countries and sees potential new opportunities internationally. According to
TRANSACTION DETAILS AND CLOSING CONDITIONS
Under the terms of the Purchase Agreement, Nanotech will pay up to
Shares may be released early in the event of a sale of the business or change of control of Nanotech. Contingent shares not released after 5 years will be cancelled. Details of the share release formula will be found in the Purchase Agreement to be filed at www.sedar.com.
Completion of the transaction will be subject to customary closing conditions, including receipt of all regulatory approvals of the TSXV as well as the listing of the common shares issuable in connection with the transaction, including those underlying the subscription receipts.
If Nanotech elects to terminate the acquisition in reliance on an allowable condition, a
RELATED AGREEMENT DETAILS
As part of Nanotech's acquisition of Fortress Optical Features, the parties and/or their affiliates have entered into certain ancillary agreements. These include a supply agreement under which Fortress Optical Features will continue to supply OTF security threads to
SUBSCRIPTION RECEIPT OFFERING
Nanotech has entered into an agreement with
The warrants are subject to accelerated expiry in the event that the common shares of Nanotech trade on the
Nanotech has been a leading innovator in the design and commercialization of advanced security products using nano-optical devices. Nanotech's KolourOptik and Plasmogram optically variable devices ('OVD's) are nanotechnology based product platforms originally inspired by the unique optical properties of the iridescent wings of the Blue Morpho butterfly. Nanotech OVD images produce intense, high definition images that are ideal for brand authentication and for distinguishing currency, documents, personal identification, consumer electronics, etc. from fakes.
Nanotech's KolourOptik OVD platform creates unique, easy to authenticate images through interaction of light with nano-sized (billionth of a meter) arrays of surface indentation structures imbedded through algorithms and electron beams into various substrates. These nanostructures create vivid colour images, activated by a simple tilt or rotation, and achieve higher resolutions than the best LED-displays currently available, as well as having optical properties not achievable with holograms.
ABOUT FORTRESS OPTICAL FEATURES
Fortress Optical Features produces optically variable thin film security material for the security threads contained in certain previous Canadian banknotes and various other international currency denominations. The film is a unique combination of layered or 'stacked' thin film materials to produce a predictable colour replay. Additional features of the film include differing optical features or colors which appear when the banknote is tilted.
The material was developed by the Bank of
This News Release contains forward-looking statements about the proposed acquisition by Nanotech of all of the issued and outstanding securities of Fortress Optical Features and the related offering of
These forward-looking statements include, without limitation, statements about our market opportunities, strategies, competition, and the Company's views that its nano-optical technology will continue to show promise for mass production and commercial application.
The principal risks related to these forward-looking statements are that the Company's intellectual property claims will not prove sufficiently broad or enforceable to provide the necessary commercial protection and to attract the necessary capital and/or that the Company's products will not be able to displace entrenched hologram, metalized strip tagging, and other conventional anti-counterfeiting technologies sufficiently to allow for profitability.
There can be no assurance that the transaction will occur or that the anticipated strategic benefits and operational synergies will be realized. The transaction is subject to the successful closing of the Subscription Receipt offering and to various regulatory approvals, including approvals by the TSXV, and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The transaction and the Subscription Receipt offering could be modified, restructured or terminated.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Nanotech's expectations only as of the date of this News Release. Nanotech disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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