MONTREAL, Nov. 09, 2020 (GLOBE NEWSWIRE) — ATW Tech Inc. (the “Company” or “ATW Tech“) (TSX-V: ATW) is pleased to announce the closing of the private placement (the “Private Placement“) and the acquisition of Semeon Analytics Inc. (the “Transaction”) previously announced on October 1, 2020.
Pursuant to the Private Placement, ATW Tech issued 30,000,000 common shares of the Company (the “Shares“) at a price of $0.05 per Share for gross proceeds of $1,500,000.
The proceeds of the Private Placement will be used by ATW Tech, for its own benefit and that of its subsidiaries, to integrate into its structure Semeon Analytics Inc. (“Semeon“), the company acquired in connection with the Transaction described below; to pay for the costs of the Semeon acquisition; to develop ATW Tech’s and Semeon’s products; and to commercialize Semeon’s and ATW Tech’s products.
Acquisition of Semeon Analytics Inc.
As part of the Transaction, the Company acquired all of the outstanding shares of Semeon for an aggregate purchase price of $2,955,000. This price is payable at closing by the issuance to the vendors of 59,100,000 Shares (the “Purchase Price“).
As Mr. Louis Lessard, a director of the Company, is also a shareholder of Semeon, the latter is considered to be a “related party” to ATW Tech within the meaning of Regulation 61-101 Respecting Protection of Minority Security Holders in Special Transactions (Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions) (“Regulation 61-101”). The Transaction constitutes a “related party transaction” within the meaning of Regulation 61-101. The Transaction is exempt from the formal valuation and minority approval requirements of Regulation 61-101, as neither the fair market value of the Transaction nor the consideration for the Transaction regarding Mr. Lessard exceed 25% of the market capitalization of the Company. The Transaction obtained the approval of a majority of the Company’s shareholders pursuant to the policies of the TSX Venture Exchange. As part of the Transaction, Mr. Lessard received, through a holding corporation, 16,019,178 Shares and, following closing, will be the ultimate shareholder of 8.4% of the outstanding Shares of the Company. In addition, the Transaction has been approved by the independent directors of the Company. The investors are not related to or acting in concert with the vendors of Semeon (the “Vendors“) and the Company. The Vendors deal at arm’s length with the Company, with the exception of Mr. Lessard. In addition, the Vendors are not acting in concert with each other. Furthermore, one of the investors in the Private Placement will have the right to appoint a director for ATW Tech.
Services Conseils Optimista Inc. (“Optimista“) received 2,400,000 Shares and $60,000 as a finder’s fee for services rendered in connection with the Transaction. For services rendered to the Company in connection with the Private Placement, Optimista receives $60,000. Optimista deals at arm’s length with ATW Tech, the Vendors, Semeon and the Private Placement investors.
The Shares issued pursuant to the Private Placement and the Transaction are subject to a period of restricted trading of four months, in accordance with the applicable securities legislation. In addition, the Private Placement is subject to the approval of the TSX Venture Exchange.
The Transaction is subject to the final approval of the TSX Venture Exchange. 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.
Semeon is a Quebec-based technology company that has developed an artificial intelligence technology. Over the past 5 years, Semeon has combined techniques of semantic, sentiment, intent and statistical analysis with artificial intelligence driven natural language processing systems to develop a platform capable of automatically analyzing, classifying and visualizing data from multiple channels and a powerful workbench suite which permits even non-experts to customize classification and filtering settings without the need for cumbersome rule sets. Semeon provides its clients with a platform for precise text analysis, intelligent and flexible for decoding, understanding, and summarizing customer feedback on specific elements. For this purpose, Semeon’s natural language text analysis technology allows to browse through thousands of customer comments, to extract the concepts expressed, to classify these as positive, negative or neutral opinions, so that companies or organizations can adjust their communication and marketing strategy in an informed and diligent manner.
Whether it is an acceleration of customer feedback processing, the identification of key parts in a supply chain or key elements in financial forecasting models, among others, Semeon ensures gains in analysis speed allowing critical decision making in hours rather than weeks or months.
ATW TECH’S PROFILE
ATW Tech (TSX-V: ATW) is a financial technology company (“fintech”), owner of several recognized technology platforms such as VoxTel, Option.vote and Bloomed. VoxTel specializes in telephone billing and alternative payment solutions for fixed and mobile lines. Option.vote offers a customized multi-method voting system for unions, political parties, professional associations and anyone looking for a secure way to reduce their voting costs and improve their participation rate. Bloomed is a cloud computing platform for managing smart data on consumers and their behaviors for both business and consumer-oriented campaigns.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward-looking. These statements include those relating to the Transaction, the closing date of the Transaction, the potential impact of the acquisition on the Company, the ability of the Company to raise funds in connection with the private placement and the use of the proceeds raised in connection with said private placement. Although the Company believes that such forwardlooking statements reflect expectations based on reasonable assumptions, it cannot guarantee that its expectations will be realized. These assumptions, which may prove to be inaccurate, include, but are not limited to, the following: (i) The acquisition of Semeon will enable ATW Tech to realize the anticipated synergies; (ii) ATW Tech’s officers will not set or achieve any other strategic objectives using the proceeds of the Private Placement; and (iii) the Company’s inability to develop and implement a business plan in general and for any reason whatsoever. A description of the risks affecting the Company’s business and activities appears under the heading “Risks and Uncertainties” on pages 12 to 13 of ATW Tech’s 2019 annual management’s discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do, the benefits that ATW Tech will derive therefrom. In particular, no assurance can be given as to the future financial performance of ATW Tech. ATW Tech disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.
Additional information regarding ATW Tech is available on SEDAR www.sedar.com