Viscount Systems Agreement to Sell Substantially All Assets
VANCOUVER, British Columbia, December 20, 2018 (Newswire.com) - Viscount Systems, Inc. (“Viscount” or the “Company”), a hardware and software company specializing in physical and logical security solutions, today announced that it has entered into an agreement to sell substantially all of its assets to Identiv, Inc. (“Identiv:” NASDAQ symbol: INVE).
As part of the transaction, certain liabilities related to the purchased assets will be assumed by Identiv and Identiv will pay approximately $1 million of cash and $2 million of equity in the form of shares of Identiv common stock. The sale includes a series of earn out equity hurdles with regard to the purchased assets, which, if realized, over the course of 2019 and 2020, has the potential to deliver value to Viscount common equity holders subject to a number of conditions.
“Over the last few years, Viscount has faced significant hurdles in delivering its product,” said Scott Sieracki, CEO of the Company. “After taking an account of the Company’s financial and competitive positioning, management and the board concluded that a sale of the Company was the best way to maximize value for stakeholders. We conducted a thorough and competitive sale process, contacting a significant number of prospective purchasers. We are excited to join the Identiv team, and believe the combination is the best way to maximize the value of the Viscount business. We very much appreciate all our stakeholders who have stood by us over the last few years, particularly our vendor community and employees.
On November 8, 2016, Viscount announced that it had voluntarily filed a Form 15- Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) with the United States Securities and Exchange Commission. Subsequently, Viscount deregistered its common stock under the 1934 Act and suspended its reporting obligations. As a result, the last financial statements filed by Viscount with the SEC were its unaudited condensed consolidated financial statements for six (6) months ended June 30, 2016 (included in the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2016) (the “6/30/2016 Financial Statements”). The Company cautions that neither the 6/30/2016 Financial Statements nor any other financial statements filed prior thereto, should be relied on as the 6/30/2016 Financial Statements do not incorporate incremental dilution and additional indebtedness incurred since 6/30/2016. The Company also cautions that any recoveries to shareholders are subject to significant uncertainties.
Viscount has included with this Press Release certain unaudited year-to-date financial information through October 31, 2018. Viscount, however, cautions investors that it has no obligation or intention to update this release, the included financial information and/or to disclose any other events and/or circumstances, other than any closing of the purchase and sale transaction discussed herein. Viscount will attempt to maximize value to shareholders by monitoring the earnout and enforcing related provisions. Investors, however, should note that no assurances can be given when, if ever, the purchase and sale transaction discussed herein will close, the final terms thereof, that the earn out will be earned or enforced and/or that shareholders will ever receive any recovery following satisfaction of Viscount’s remaining obligations to its creditors.
Safe Harbor Statement
Forward-looking statements: This press release and other statements by Viscount Systems, Inc. may contain forward-looking statements with respect to, among other related items, Identiv, Viscount, the transaction discussed herein, the purchase and sale agreement, the terms and conditions thereof, the assets to be sold, liabilities to be assumed, the purchase price and the form thereof, the earnout, any closing and/or final terms, the capabilities of Identiv, the ability of Identiv to sell and/or supply certain products offered by Viscount prior to closing, the outlook for earnings and revenues, other future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as “believe”, “expect”, “estimate”, “position”, “assume”, “potential”, “outlook”, “continue”, “remain”, “maintain” and similar expressions, or future or conditional verbs such as “will”, “would”, “should”, “could”, or similar expressions.
Source: Viscount Systems, Inc.