RE:RE:This stock will gain closer to the Airbeam IPO. VANCOUVER, BC, Nov. 30, 2020 /CNW/ - First Responder Technologies Inc. ("First Responder" or the "Company") (CSE: WPN) (OTCQB: WPNNF) (FWB: 3WK), a leading developer of public safety and security technologies, is pleased to announce that it has entered into a letter of intent dated November 27, 2020 (the "LOI"), which sets out the basic terms and conditions for the acquisition (the "Acquisition") by the Company of all of the issued and outstanding common shares in the capital of Airbeam Wireless Technologies Inc. ("Airbeam") in exchange for common shares in the capital of the Company (the "First Responder Shares"). The Acquisition is expected to be structured as a reverse takeover and will constitute a "fundamental change" for the Company pursuant to the rules and policies of the Canadian Securities Exchange (the "Exchange"). The Acquisition is an arm's length transaction. Upon successful completion of the Acquisition, it is anticipated that the resulting entity (the "Resulting Issuer") will continue the combined businesses of Airbeam and First Responder under a name to be determined by the parties.
Creating a Canadian National Leader in Emerging 5G-Edge Enabled Smart City Technologies
Over the past decade, governments, privacy commissioners and industry have been working together to develop a roadmap to realize the potential of 5G for the development of Smart Cities in North America, and around the world. The Acquisition proposes to create a Canada-based leader in this important sector, with privacy at the core of the Resulting Issuer's approach to product development.
As a result of the Acquisition, the Resulting Issuer is expected to develop and sell a complete Canadian-owned technology solution – chip, hardware, software and services – that could reduce Canadian dependence on foreign-owned 5G networking hardware and software.
The combination of Airbeam's 60GHz millimeter wave ("MMW") chipset, and Smart City networking hardware and services, together with First Responder's innovative AI-enabled weapons detection camera and Wi-Fi-based concealed weapons technology, may create a new capability in the public safety and security segment, an important and fast emerging segment of the Smart City vertical. This new public safety infrastructure developed by First Responder, and powered in the future by Airbeam's 60GHz chipset, may then be utilized as "edge networking nodes" as 5G networks densify, which can offer wireless backhaul, edge computing and networking capabilities to overcome anticipated bottlenecks in the current infrastructure.
"Airbeam remains one of the few independent 60GHz MMW chipset and system solutions available in the market. Combining Airbeam's technology and highly experienced leadership team with First Responder's executive team, advisory council and capital markets vehicle, creates a unique opportunity to develop a full stack technology offering that may enable an industry leader to emerge in North America in the 5G-Edge networking and public safety segment of the Smart City vertical," said Dr. Karim Arabi, Chairman of Airbeam.
In the future, the Resulting Issuer anticipates developing unique hybrid appliances, which may combine some or all of 5G small cell, edge compute, wireless backhaul, computer vision and AI capabilities, which may enable new and unique Smart City applications to be developed for transportation, municipal infrastructure and public safety that have the potential to directly impact daily life in North American cities and beyond. Given the privacy concerns that attend to such capabilities, the Resulting Issuer is expected to continue a process started by First Responder that will integrate privacy considerations from the earliest stages of product inception, and work with third-party privacy advocacy groups and privacy commissioners to ensure that the benefits of this new capability also preserve the privacy and liberty of North American and international customers.
"In the opinion of First Responder's management, this is an exciting opportunity for Canada and Canadians to potentially replace dependence on foreign 5G networking hardware and software at the edge, with a homegrown solution to develop 5G hardware, software and integrated solutions, which may be the foundational technology for Smart Cities of the 21st century, in North America, and around the world" said Robert F. Delamar, CEO of First Responder and proposed CEO of the Resulting Issuer.
About Airbeam
Airbeam is a private company existing under the laws of British Columbia and is based in Richmond, British Columbia. There are currently 64,551,545 common shares in the capital of Airbeam (the "Airbeam Shares"), 3,500,000 restricted shares, 1,000,000 restricted share units and 669,999 common share purchase warrants outstanding.
Airbeam is a developer of 5G-enabled Smart City technologies, which sells a proprietary 60 GHz millimeter wave ("MMW") chipset, hardware and software, which cost in excess of $110 million USD to develop by a leading semiconductor company from which it was acquired.
As of the date hereof, no meaningful financial information has been prepared by Airbeam. Airbeam will prepare audited financial statements in the near future and the Company will provide a summary of significant financial information in due course.
Proposed Acquisition
The Company and Airbeam have entered into the LOI, which sets out certain terms and conditions pursuant to which the proposed Acquisition will be completed. The transaction terms outlined in the LOI are subject to the parties successfully entering into a definitive agreement (the "Definitive Agreement") in respect of the Acquisition on or before February 12, 2021 or such other date as the Company and Airbeam may mutually agree.
The LOI also contemplates other material conditions precedent to the closing of the Acquisition (the "Closing"), including the completion of a bridge financing to raise minimum aggregate gross proceeds equal to such amount required to fund First Responder until the completion of the Acquisition (the "Bridge Financing"), the completion of a concurrent financing to raise minimum aggregate proceeds equal to such amount required to provide the Resulting Issuer with sufficient working capital for a minimum of 12 months following the completion of the Acquisition (or such other amount as may be agreed upon by the parties) (the "Concurrent Financing"), customary due diligence, compliance with all applicable regulatory requirements and receipt of all necessary regulatory, corporate, third-party, board and shareholder approvals being obtained, including the approval of the Exchange. There can be no assurance that the Acquisition will be completed as proposed, or at all.
It is anticipated that the Closing will involve, among other things, the following steps, which may be amended if the parties mutually agree that such form would better satisfy their objective (including but not limited to, tax efficiency to the parties):