-Adds Over 30 US-based Utilities to
mCloud Customer Base-
-CSA
Technology Combined with Recently Announced
NGRAIN® Acquisition Provides
mCloud with a complete 3D Solution, From Data Capture to Artificial
Intelligence, in Direct Support of Critical
Assets-
-Adds Over US$1,600,000 in New Revenue, and US$129,000 in EBITDA-
VANCOUVER, Jan. 11, 2018 /CNW/ - Universal mCloud Corp.
(TSX-V: MCLD) ("mCloud" or the "Company"), a leading provider of
IoT-connected asset care technology solutions, today announced that
on December 29, 2017 it signed a
Letter of Intent ("LOI") to purchase 100% of CSA, Inc. ("CSA"), an
Atlanta, Georgia based company
with technology development subsidiaries in Slovakia. Following final due diligence and
requisite approvals, the deal is expected to close in Q1, 2018, and
will be valued at up to US$4,800,000,
comprised of US$2,400,000 in shares
of mCloud and up to US$2,400,000 in
cash consideration including performance based payments. CSA
shareholders will end up owning roughly 16% of mCloud shares.
This transaction will strengthen mCloud's AssetCare™
Solution by:
- Adding 3D capabilities: The CSA technology combined with
the recently announced NGRAIN® acquisition provides
mCloud with a complete 3D solution, from data capture to Artificial
Intelligence ("AI"), in direct support of critical assets. This
will support the use ofAI for accurately detecting asset damage,
tracking asset health issues and assisting field services with
remote expert guidance using AssetCareTM Mobile.
- Expanding the Customer Base: CSA is a leader in laser scanning
and 3D modeling for the US Energy Market including most nuclear
facilities and utilities.
- 3D field data capture and processing: With the CSA
PanoMap® software suite, mCloud now has the capability
of capturing asset details in the field and creating accurate 3D
models from raw field data.
"This transaction fully complements our recent acquisition of
NGRAIN® by providing the means to capture, in 3D, the
'as-found' conditions of critical assets, the first step in
effectively applying AI and 3D Augmented Reality," said
Russel McMeekin, mCloud CEO.
"The CSA software suite enables mCloud to develop unique 3D
solutions that fit perfectly into our AssetCareTM
strategy. It will be put to immediate use in fulfilling our vision
of our AssetCareTM Wind solution."
CSA has been a pioneer in the implementation of panoramic 3D
scan representations, integration of laser scan data with 3D plant
models, implementation of laser scans in mobile devices, and
automatic verification of as-built scan representations against
design 3D models. "The CSA PanoMap® software suite
gives us the ability to capture asset detail in full, accurate and
precise 3D, model it, and make it available in support of lifecycle
activities," said Mr. McMeekin. "Integrating this capability
into the AssetCareTM cloud solution, completes the
technology basis for the mCloud vision."
Amadeus Burger, President of CSA
says, "CSA has pioneered the successful use of 3D technology since
founding the business in 1976. When introduced to mCloud and
its vision of caring for industrial energy assets, we immediately
saw the next major wave in which to apply our technology. We
are extremely excited about joining forces with mCloud."
Summary of CSA Financials (unaudited estimates):
2017 Revenue of US$1.6M and EBITDA
of US$128,000.
Summary of Deal Terms:
Approximate number of mCloud Shares at deal closing of 7,500,000
(US$2.4M valued at $0.40 per share). An additional
US$2,400,000 in cash.
This is an arm's length transaction and no finder's fees are
payable in connection with the acquisition.
Completion of this transaction is subject to the approval of TSX
Venture Exchange.
About Universal mCloud Corp.
mCloud is headquartered in Vancouver, BC with technology and operations
centers in San Francisco, CA and
Bristol, PA. mCloud is an IoT
connected asset care cloud solution company utilizing connected IoT
devices, leading deep energy analytics, secure mobile and 3D
technologies that rally all asset stakeholders around an
Asset-Circle-of-Care™, providing complete real-time and historical
data coupled with guidance and advice based on deep analytics and
diagnostics resulting in optimal performance and care of critical
equipment. It's all about the asset. The powerful and secure
AssetCare™ environment is accessible everywhere, 24/7
through standard mobile devices, ruggedized headsets, and web
browsers. For more information, visit
www.mCloudCorp.com.
About CSA, Inc.
CSA offers software and services to support plant and
industrial facility design and asset management, focusing on
user-friendly solutions that can be used by a wide range of plant
employees and vendors. Established in 1976, CSA, headquartered in
Atlanta, Georgia (with two
subsidiaries in Slovakia),
provides two core technologies: PanoMap® Laser Scanning Technology,
and Plant/CMS (Plant Configuration Management Systems). CSA has
extensive experience supporting large-scale facility management
projects around the world in industries as diverse as
petrochemical, power generation, semiconductor, paper mills,
nuclear facilities, art exhibits and military installations. For
more information visit
www.csaatl.com.
Forward-Looking Information and Statements
This press release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking information and forward-looking
statements are not representative of historical facts or
information or current condition, but instead represent only the
Company's beliefs regarding future events, plans or objectives,
many of which, by their nature, are inherently uncertain and
outside of the Company's control. Generally, such forward-looking
information or forward-looking statements can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or may contain statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "will
continue", "will occur" or "will be achieved". The forward-looking
information contained herein may include, but is not limited to,
information concerning the future business prospects and potential
revenue of the Company and the completion of the transaction
contemplated herein.
By identifying such information and statements in this
manner, the Company is alerting the reader that such information
and statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements.
An investment in securities of the Company is speculative
and subject to a number of risks including, without limitation, the
risks discussed under the heading "Risk Factors" on pages 29 to 46
of the Company's filing statement dated October 5, 2017. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information and forward-looking statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended.
In connection with the forward-looking information and
forward-looking statements contained in this press release, the
Company has made certain assumptions including, without limitation,
the completion of the transaction contemplated herein. Although the
Company believes that the assumptions and factors used in
preparing, and the expectations contained in, the forward-looking
information and statements are reasonable, undue reliance should
not be placed on such information and statements, and no assurance
or guarantee can be given that such forward-looking information and
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information and statements. The forward-looking information and
forward-looking statements contained in this press release are made
as of the date of this press release, and the Company does not
undertake to update any forward-looking information and/or
forward-looking statements that are contained or referenced herein,
except in accordance with applicable securities laws. All
subsequent written and oral forward- looking information and
statements attributable to the Company or persons acting on its
behalf is expressly qualified in its entirety by this
notice.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Universal-mCloud Corp