Universal Proptech to sell VCI subsidiary to Dexterra
2022-12-05 09:18 ET - News Release
See News Release (C-UPI) Universal Proptech Inc
Mr. Chris Hazelton reports
UNIVERSAL PROPTECH INC. ANNOUNCES AGREEMENT TO SELL VCI CONTROLS INC
Universal Proptech Inc. entered into a share purchase agreement dated Dec. 2, 2022, with Dexterra Group Inc. (the purchaser) that provides for the sale of all of the issued and outstanding shares of the company's wholly owned subsidiary, VCI Controls Inc.
In consideration, the purchaser will pay the company an aggregate cash purchase price of $4-million, plus the amount of cash held by VCI on closing of the transaction (up to a maximum of $750,000), subject to normal closing adjustments.
The estimated purchase price, less indemnity and employment holdback amounts totalling $980,000, shall be paid and satisfied at closing by the purchaser by wire transfer to the company. Further details regarding the transaction and holdback amount will be set forth in the company's information circular for the shareholder meeting to approve the transaction that will be held on or about Jan. 27, 2023.
Completion of the arm's-length transaction is subject to customary conditions for a transaction of this nature, which include applicable regulatory and stock exchange approvals and the approval of not less than 66-2/3rds per cent of the votes cast by shareholders represented in person or by proxy at the meeting. Shareholders representing approximately 23 per cent have entered into voting agreements and agreed to vote in favour of the transaction and against any alternative transaction, including each of the company's officers and directors. Shareholders of record on Dec. 19, 2022, shall be entitled to vote at the meeting.
The board of directors of the company has unanimously determined that the transaction is in the best interests of the company and is fair to its shareholders. The board unanimously recommends that shareholders vote in favour of the transaction.
The company expects that trading of the common shares will be halted until the transaction is completed.
Reasons for the transaction
Current market conditions for small-cap service companies and the ability to raise capital in the current environment to further develop and expands the company's proptech (property technology) business are uncertain. Accordingly, management and the board of directors of the company determined that it was a good opportunity to realize a return on its proptech business.
Posttransaction
In the event that the transaction is approved and completed according to the terms of the agreement, the company will not have any active business operations and its assets will include cash and its investment in ISBRG Corp. The board of directors of the company intends to explore potential strategic alternatives following the completion of the transaction. There can be no assurance that such exploration of strategic alternatives will result in a transaction being pursued, entered into or consummated. The TSX Venture Exchange may transfer the company to the NEX, a separate board of the TSX-V, following the completion of the transaction if the company fails to meet the continuing minimum listing requirements of the TSX-V.
A copy of the agreement will be made available under the company's profile on SEDAR.
About Universal Proptech Inc.
Universal Proptech is a leading building innovation company, selecting, integrating, deploying and maintaining proptech in healthy buildings. As a trusted adviser, the company provides holistic evidence-driven solutions and services for building developers, owners and operators in Canada. Universal Proptech operates through its wholly owned subsidiary, VCI Controls, a leading supplier and integrator of proptech healthy building solutions and services. VCI is an industry leader in the acquisition and deployment of intelligent building technology, including the integration of all building systems utilizing the latest in communications technologies and standards. VCI's business focuses on digital controls and mechanical services, performance monitoring, and energy efficiency solutions.
With headquarters in Toronto, Universal Proptech has offices across Canada, including Halifax, Montreal and Ottawa.
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