ScreenPro Security Inc. (CSE: SCRN) (“ScreenPro” or the “Company”) is pleased to announce that it has entered into a Letter of Intent (the “LOI”) on May 11, 2021, to acquire the assets of CENTRED Ventures, LLC (“CENTRED”), a US-based travel wellness medical technology company, an arm’s length privately held company, incorporated under the laws of the State of Washington Articles of Incorporation.
Centred connects travelers to leading and emerging wellness brands in over 200 cities worldwide, utilizing a vertically integrated platform with an app, website, physical locations, e-commerce, health and wellness, and loyalty programs. In addition to this, Centred has established relationships with the airport authorities in the UAE where all travelers to the region will be sent the Centred App to upload their proof of a negative Covid-19 test before boarding the flight. ScreenPro sees tremendous opportunities to cross-sell its covid tests and services to the over 200 cities that Centred has relationships with.
Subject to the completion of satisfactory mutual due diligence within thirty (30) days from the date of the LOI by ScreenPro and CENTRED, respectively, pursuant to the terms and conditions of the LOI, ScreenPro and the CENTRED will enter into the Definitive Agreement (the “Definitive Agreement”).
“As businesses and countries continue to open and global travel expands, we believe that adding this travel wellness technology component to our existing medical security business will drive significant value for all shareholders. Brian and his team have built a great integrated technology that is easy to use for travelers with an added bonus of the loyalty component with some very big value add brands,” said Andrew Ryu, CEO of the Company.
The Transaction
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It is anticipated that the Transaction will be structured as an Asset Acquisition (the “Acquisition”). ScreenPro will acquire all of the assets of CENTRED. It is anticipated that the Definitive Agreement will be signed on or before June 31st, 2021 (the “Closing Date”) or such other date as mutually agreed to by the parties.
Closing of the Transaction is subject to a number of conditions, including but not limited to the following:
- The Corporation will acquire the CENTRED assets for an aggregate purchase price of CAD $13 million (the “Purchase Price”). The Purchase Price shall be satisfied through the issuance of common shares (the “Consideration Shares”) of the Corporation at a deemed price of CAD $0.10 (the “Issue Price”) or higher based on 10 days VWAP.
The Consideration Shares shall be issued in stages based on defined milestones. One of the most significant being the $3,000,000 that will be issued if fiscal 2022 net revenue is at least US$10,000,000.
- Issuance of the Consideration Shares and its underlying securities shall be subject to the receipt of regulatory approvals including, without limitation, the approval of the Canadian Securities Exchange (the “CSE”) and other conditions and will be subject to statutory hold periods under applicable Canadian and US securities legislation; and
- The Board of Directors and shareholders of CENTRED approving the Definitive Agreement and the transfer of the CENTRED shares to the Company in exchange for the payment of the Purchase Price; and
The Company and the CENTRED completing and being satisfied with the results of its due diligence investigations; and - The Transaction closing on or before June 31, 2021; and
- The Agreement may be terminated upon mutual consent of the parties hereto or by the Company or the CENTRED if the Acquisition is not completed by the Closing Date unless the parties mutually agree to an extension of the same.
On closing of the Transaction:
- CENTRED assets will be placed in a wholly-owned subsidiary of the Company (the “Newco”); and
- Brian Chappon shall be appointed President of the subsidiary.
The proposed acquisition is not expected to constitute a fundamental change or result in a change of business for the Company, nor is it expected to result in a change of control of the Company within the meaning of applicable securities laws and the policies of the CSE.
Source: Biospace