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Eurocontrol Closes Sale of Global Fluids International (GFI) S.A. to SICPA
TORONTO, ONTARIO--(Marketwired - Jan. 5, 2016) - Eurocontrol Technics Group Inc. (TSX VENTURE:EUO) ("Eurocontrol" or the "Company"), a Canadian public company specializing in the acquisition, development and commercialization of innovative authentication, verification and certification technologies, is pleased to announce that its sale of Global Fluids International (GFI) S.A.
("GFI"), to SICPA Finance SA ("SICPA"), a subsidiary of SICPA SA, each a privately owned company based in Switzerland in exchange for cash and post-closing earn-out payments closed effective January 4, 2016. At closing, the Company received $16 million less the $250,000 deposit received by the Company on signing of the Letter of Intent in August 2015, less $395,595 in transaction payments, less $984,128 in settlement of loan amounts owing by Eurocontrol to certain former shareholders of GFI and a working capital adjustment of $47,489. Going forward, Eurocontrol will also receive 5% earn-out payments on all future GFI contracts, inclusive of both marker and logistics, for a period of six years with contracts signed during the fourth through sixth years being paid until the third anniversary of such contracts with a minimum guarantee of $1.5 million per year for six years, being $9 million in the aggregate. The Company will receive the minimum earn-out payments of $1.5 million on a semi-annual basis and additional earn-out payments calculated on 5% of the gross revenue of future GFI contracts, net of the minimum earn-out payments made annually.
The Company also announces the resignations of Mr. Eli Zahavi, Mr. Gadi Gonen and Sir Michael Rose as directors of the Company. Doron Reinis, the current Chief Executive Officer of Xenemetrix, has been appointed Chief Operating Officer of Eurocontrol to replace Gadi Gonen who pursuant to the sale of GFI has resigned from all positions with the Company.
Bruce Rowlands, Chairman and CEO of Eurocontrol stated: "The closing of this sale transaction with SICPA is a very important milestone in Eurocontrol's evolution and I would personally like to thank Gadi Gonen, Michael Rose and Eli Zahavi for their commitment and important contributions to Eurocontrol over the past ten years. We all look forward to supporting the new SICPA/GFI combination in the future as new fuel marking programs are rolled out around the world."
Gilles Léraillé, Executive Vice President, Business Development of SICPA, stated: "We are very pleased to have finalized the purchase of GFI. This acquisition extends the range of the SICPA Group's product marking and 'track and trace' portfolio. It complements and completes the scope of SICPA's unique offering to Government clients worldwide: comprehensive solutions aimed at enhancing excise tax collection capability, tools to protect local economies and support health and environmental control policies. GFI's cutting-edge capability to mark oil products at the molecular level effectively works as an "in-product tax stamp" that cannot be altered or copied providing Governments with a sophisticated tool to tackle fraud in the oil sector. SICPA/GFI's oil marking activity will be managed from SICPA HQ in Lausanne where GFI will benefit from the strong R&D and organizational support of the SICPA Group in Switzerland and globally - something we view as essential to maintaining and further developing Petromark™ technological lead and international offering."
SICPA is a leading global provider of secured authentication, identification and traceability solutions and services. Founded in 1927 and headquartered in Lausanne, Switzerland, SICPA is a long-trusted advisor to governments, central banks, high-security printers, and industry. With high-technology security inks at the core of its expertise, the company protects the majority of the world's banknotes, security and value documents from the threats of counterfeiting and fraud. SICPA also integrates ink-based covert features and sophisticated traceability technologies to offer solutions and services to governments and industry, ensuring product authentication, traceability and protection as well as tax reconciliation. Operating on five continents, SICPA is a global company providing technologies and services to most nations worldwide - www.sicpa.com.
About Eurocontrol Technics Group Inc.
Eurocontrol through its two wholly owned subsidiaries, Xenemetrix Ltd. ("Xenemetrix") and XwinSys Technology Development Ltd. ("XwinSys"). Xenemetrix is a leading designer, manufacturer and marketer of energy-dispersive x-ray fluorescence ("ED-XRF") systems, a technology that is the most accurate and economic method for determining the chemical composition of many types of materials, including the analysis of petroleum oils and fuel. Xenemetrix has an exclusive long-term supply, maintenance and support agreement with SICPA/GFI to supply SICPA/GFI with Xenemetrix products and services related to the oil and gas marking and monitoring field. XwinSys is developing technology and intellectual property that will combine 2D and 3D image processing technology from Brossh Inspection Systems Ltd. of Israel with Xenemetrix's ED-XRF technology for application in the semi-conductor manufacturing process.
This press release may contain forward-looking statements. Statements containing the words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and any other words of similar meaning are forward-looking. All forward-looking statements involve risk and uncertainty because they relate to future events and circumstances beyond the Company's control. As a result, the Company's actual financial condition, performance and results may differ materially from the plans, goals and expectations set out in the forward-looking statements. Any forward-looking statements are made as of the date of this release and, other than as required by applicable securities laws, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com.
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