LONDON, UK: SimiGon Ltd has entered into a definitive agreement to merge with Power Breezer Sub Ltd and Maxify Solutions Inc. The consideration for the SimiGon merger attributes a valuation to the company of $8.5 million.
Assuming shareholder approval of the resolutions at the Special General Meeting of Shareholders and completion of the merger, it is proposed that the company will cancel its admission to trading on AIM of its shares.
In the past several years, SimiGon has focused on developing its strategies of growing its market share and enhancing its products and services portfolio.
However, the company’s Board of Directors has periodically reviewed a variety of business strategies, including possible business combinations, with the company’s senior management and in certain circumstances also with external advisors.
These reviews took account of the company’s financial performance and market, economic, competitive, and other conditions. During these discussions, the directors and management have also noted the challenges of continuing on the path as an independent public company, operating in both a highly competitive and consolidating market.
SimiGon’s management has been working on expanding the company’s offering to domains that are beyond its existing markets. Initial discussions with Breezer Holdings led to identifying multiple synergies between SimiGon’s technology and the needs, the company believes exists, in the Simulation Based Design of fulfilment and distribution centres.
As Breezer Holding already has a foothold in this domain, SimiGon and Breezer started discussions about a potential transaction and have been structuring the transaction and negotiating its terms for several months.
Maxify is a newly-formed Delaware corporation that, prior to the effective time of the merger, shall acquire all the assets and activities of Breezer. Breezer is a provider of intelligent atomized water-cooling systems in the United States. Breezer’s products cool where almost no other solution cost effectively can.
Breezer’s autonomous and green cooling solutions can help customers reduce the costs associated with keeping their employees cool during the heat of summer; accelerate throughput; increase quality; reduce employee turnover; reduce safety incidents; and comply with Occupational Health and Safety Administration workplace safety standards.
SimiGon’s integration with Maxify is expected to enhance Breezer’s capabilities in the e-commerce logistics space.
Following the merger, Maxify will combine the strengths of both Power Breezer and SimiGon’s advanced technology to address the gaps of modern fulfilment centres in their integration of cutting-edge solutions from multiple automation suppliers.
A True-to-life simulation is imperative for any mission critical design to come to life on time and on budget. However, with each equipment vendor owning its own proprietary simulation software, a best of breed equipment mix-and-match as well as true-to-life simulation have been beyond reach.
SimiGon’s product, SIMbox, being a true-to-life simulation design platform utilizing artificial intelligence, high fidelity physics, and augmented reality is uniquely positioned to close this gap.
The Power Breezer Sky can benefit from complex software integration of the licensed AI, with the Sky’s sensors and the creation of a customer graphical user interface. The Sky’s sensor can provide customers with real-time and actionable data assisting its customers with managing their shipping dock related assets.
Ami Vizer, SimiGon’s Chief Executive Officer and Executive Chairman, said: “This Merger is an achievement for the Company and its shareholders. The Merger presents a compelling opportunity to achieve superior shareholder value and liquidity than SimiGon currently believes is possible as an independent company listed on AIM.
SimiGon’s software technology capabilities are expected to be leveraged to an additional new domain with significant market potential that far exceeds our current target markets. Along with our current primary market of aviation-focused training and simulation, Maxify’s adoption of SimiGon technologies will lead to the fully maximized value and capabilities of our software for the benefit of the Company and its shareholders.
SimiGon helped revolutionize the defence training and simulation market and I am immensely proud of all our accomplishments as the market has fully embraced our vision.
I would like to thank everyone who took part in this Merger Agreement for the continued great work through this period. We look forward to completing this Merger that will ultimately make us significantly stronger to better meet the expanded market demands.”
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