Second acquisition announced under the
Company's new growth strategy
OTTAWA and HAMILTON, ON, May 4,
2017 /PRNewswire/ - Wi-LAN Inc. ("WiLAN" or the "Company")
(TSX:WIN) (NASDAQ:WILN) and VIZIYA Corporation and its related
entities ("VIZIYA") today announced that the two companies have
entered into a definitive agreement for WiLAN to purchase all of
the issued and outstanding shares of VIZIYA. VIZIYA is a software
and services provider that helps companies optimize their asset
performance. All financial information in this press release is
reported in Canadian dollars, unless otherwise indicated.
VIZIYA's asset management software helps its many Fortune 1000
customers optimize their asset performance and uptime, allowing
them to achieve their production targets, control costs, and manage
safety and compliance. Increasingly these asset management
systems are an important part of the broader Industrial Internet of
Things ("IIoT") ecosystem, which represents a significant growth
opportunity for VIZIYA.
"WiLAN, to be renamed Quarterhill in the second quarter of 2017,
is focused on growth by identifying, acquiring and supporting IIoT
companies with strong management teams, attractive financial
fundamentals and promising growth potential; VIZIYA meets all these
criteria," said Shaun McEwan,
Interim CEO of WiLAN. "This is the second acquisition that follows
our new growth plan and we believe that investing our capital in
these promising technology businesses will drive the greatest
shareholder returns over time."
"VIZIYA has enjoyed substantial growth and profitability, and
this transaction with WiLAN will give us the access to resources
that will help us continue to build and grow our business," said
John Vujicic, President and CEO of
VIZIYA. "The VIZIYA management team will remain in place and I want
to personally assure our customers that our commitment to
supporting your needs, and giving you the high level of personal
service you are accustomed to, remains our top priority."
The introduction of the IIoT enables organizations to build
intelligent connected equipment that monitors itself and constantly
captures data to measure damage, wear and tear and other
operational indicators. With significantly more data obtained on a
real-time basis, operational systems can now move beyond
preventative maintenance towards predictive maintenance through the
use of analytics. Predictive maintenance reduces downtime and
maximizes efficiencies.
WiLAN's cost of the acquisition will be approximately
$40.5 million with nearly 60% paid on
closing and the balance subject to certain earn out provisions if
the business meets specific financial targets. Certain
aspects of the transaction remain subject to the approval of the
Toronto Stock Exchange. VIZIYA achieved revenue of $16.6 million and normalized EBITDA of
$4.3 million for the year ended
July 31, 2016.
WiLAN will fund the cash portion of the acquisition with cash
and cash equivalents on hand, which at March
31, 2017 was $151.2 million
(USD $113.6 million). The cash and
cash equivalents total at March 31,
2017 does not account for the Company's $63.5 million cash-purchase of International Road
Dynamics, announced on April 17,
2017. That transaction is expected to close on, or about,
June 1, 2017. Canaccord Genuity acted
as exclusive financial advisor to WiLAN on this transaction and STS
Capital Partners UK acted as exclusive financial advisor to
VIZIYA.
About VIZIYA
Headquartered in Hamilton,
Ontario, with offices in Brussels, Brisbane, Perth, Atlanta, Cape
Town, Qatar, and
Dubai, VIZIYA is the industry
leader providing bolt-on software products to enhance ERP-based
asset maintenance systems. VIZIYA's proprietary WorkAlign™ Product
Suite delivers seamless integration into existing ERP systems. With
over 55,000 users at 850 sites across six continents, the world's
best companies use VIZIYA products to help them better maintain
their assets.
About WiLAN
WiLAN is one of the most successful patent licensing companies
in the world and helps companies unlock the value of intellectual
property by managing and licensing their patent portfolios.
The Company operates in a variety of markets including automotive,
digital television, Internet, medical, semiconductor and wireless
communication technologies. WiLAN has announced plans to
change its name to Quarterhill Inc. ("Quarterhill") in the second
quarter of 2017 after which, WiLAN, the patent license business,
will become a subsidiary of Quarterhill. Founded in 1992,
WiLAN is listed on the TSX and NASDAQ. For more information:
www.wilan.com.
Forward-looking Information
This news release contains
forward-looking statements and forward-looking information within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 and other United States and
Canadian securities laws. Forward-looking statements and
forward-looking information are based on estimates and assumptions
made by WiLAN in light of its experience and its perception of
historical trends, current conditions, expected future developments
and the expected effects of new business strategies, as well as
other factors that WiLAN believes are appropriate in the
circumstances. Many factors could cause WiLAN's actual performance
or achievements to differ materially from those expressed or
implied by the forward-looking statements or forward-looking
information. Such factors include, without limitation, the risks
described in WiLAN's February 10,
2017 annual information form for the year ended December 31, 2016 (the "AIF"). Copies of the AIF
may be obtained at www.sedar.com or www.sec.gov. WiLAN recommends
that readers review and consider all of these risk factors and
notes that readers should not place undue reliance on any of
WiLAN's forward-looking statements. WiLAN has no intention, and
undertakes no obligation, to update or revise any forward-looking
statements or forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
law.
All trademarks and brands mentioned in this release are the
property of their respective owners.
SOURCE Wi-LAN Inc.