NOW strengthens its government vertical with
definitive agreement to acquire leading U.S. defense business,
bringing critical analytic and executional capabilities to the
public sector
All amounts are in US dollars unless otherwise
specified
TORONTO, Dec. 21, 2021 /CNW/ - NowVertical Group Inc.
(TSXV: NOW) ("NOW" or the "Company"), a global
big data software and services company, is pleased to announce that
it has entered into a definitive agreement to acquire 100% of the
issued and outstanding securities of Allegient Defense, Inc.
("Allegient Defense"), a U.S.-based government
defense contractor providing Systems Engineering and Technical
Assistance support to the Department of Defense through data
analysis and assessment of cutting edge technologies (the
"Transaction").
NowVertical Group is acquiring Allegient Defense as part of
their expansion into the U.S. public sector. As a trusted advisor
and partner to the U.S. Federal Government, Allegient Defense
provides technical expertise related to cloud computing, data
analytics, AI and autonomy, directed energy, unmanned aerial
vehicles, and next-generation weapons systems. These problem
solvers will play a core role in the delivery of NOW's Vertical
Intelligence (VI) Government software and solutions, increasing
access to industry-specific programmatic automations and analytic
expertise.
Allegient Defense's innovative approach to providing evaluations
and solutions for the U.S. Federal Government earned them SECAF's
award of Government Contractor of the Year for contractors in the
$7.5 to $15M revenue group. They have developed deep
experience working on behalf of organizations like U.S. Office of
Naval Research (ONR), Defense Advanced Research Projects Agency
(DARPA), and United States'
departments of Defense, State, and Energy.
"This acquisition by NOW is going to jumpstart a new
chapter for our company. The power of the NOW platforms and vision
of the team means that we'll be able to bring a whole new range of
critical solutions to bear for our clients," said Angel Diaz, PMP, CEO of Allegient Defense.
"We're incredibly proud of everything we have accomplished at
Allegient over the past 11 years and can't wait for what the future
is going to bring."
"Allegient Defense is a critical component of NOW's Government
VI solution set. Their analysts and service providers will bring
the expert insight and experience necessary to tailor our approach
and guarantee success for our public sector clients," said
Daren Trousdell, Chairman & CEO
of NOW. "By adding a deep bench of seasoned experts with direct
experience in the public sector, we're able to provide not just
technologies but also true solutions for our clients and guarantee
that they're able to win in an increasingly complicated and
competitive world."
Allegient Defense's current contracted revenue backlog with its
customers from 2022 to 2025 is approximately $66,000,000. Allegient Defense currently has
approximately 75 full time employees.
Transaction Details
Pursuant to the terms of a stock purchase agreement dated
December 20, 2021, the Company has
agreed to acquire Allegient Defense for total aggregate
consideration of $10.4 million,
consisting of (i) a closing cash payments of $1,800,000, (ii) a deferred cash payment of
$200,000 payable 12 months
post-closing, (iii) the issuance on closing of subordinate voting
shares of the Company valued at $600,000 at the greater of (A) the CAD equivalent
of US$1 per share and (B) the
Company's 20-day VWAP pre-closing, (iv) the assumption of a third
party loan to Allegient Defense with an outstanding balance of
approximately $3,800,000, which will
be partially repaid and refinanced as of Closing, and (v) an
earn-out of up to an additional $4,000,000 payable in subordinate voting shares
of NOW (valued using the same method as the subordinate voting
shares to be issued at closing) and/or cash, payable over a
three-year period post-closing and based on Allegient Defense
achieving certain EBITDA targets.
Closing of the acquisition is subject to customary closing
conditions, including the receipt of TSXV approval and certain U.S.
regulatory approvals.
About NowVertical Group Inc.
NOW is a big data, Vertical Intelligence (VI) software and
services company that is growing organically and through
acquisition. NOW's Vertical Intelligence solutions are organized by
industry vertical and are built upon a foundational set of data
technologies that fuse, secure, and mobilize data in a
transformative and compliant way. The NOW product suite enables the
creation of high-value Vertical Intelligence solutions that are
predictive in nature and drive automation specific to each high
value industry vertical. For more information about the Company,
visit www.nowvertical.com.
Forward–Looking Statements
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the meaning of applicable securities laws) which reflect the
Company's current expectations regarding future events.
Forward-looking statements are identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
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statements regarding the future success of the Company's
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The forward-looking statements in this news release are based on
certain assumptions. The forward-looking statements are not
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factors could cause actual results to differ materially from the
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therefore, should not place undue reliance on any such
forward-looking statements. Further, these forward-looking
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as expressly required by applicable law, the Company assumes no
obligation to publicly update or revise any forward-looking
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SOURCE NowVertical Group Inc.