Highlights
- Acquisition expands total attainable market for connected
assets. Ascent's durable "coaxial" Unmanned Aerial Vehicles ("UAV")
will allow mCloud to apply its complete AI- and IoT-powered cloud
asset management solutions to remote and hard-to-access assets
- Acquisition is valued at an estimated $6.55M USD, comprised of $4.8M USD in shares and $500K USD of cash on closing, plus an additional
$250K USD in cash and $1M USD in equity based on future
performance
VANCOUVER, Sept. 25, 2018 /CNW/ - Universal mCloud Corp.
(TSX-V: MCLD) (OTCQB: MCLDF) ("mCloud" or the "Company"), a leading
provider of Artificial Intelligence and Analytics ("AI&A") and
IoT-connected asset care technology, today announced that it signed
a binding letter of intent ("LOI") to acquire Ascent AeroSystems
("Ascent") on September 24, 2018.
Ascent's leading UAV offering will enable mCloud to provide its
complete cloud-based AssetCare™ solutions to customers with
critical assets, such as wind turbines, HVAC units, and electrical
transformers, in remote or inaccessible locations. Ascent's
technology will enable AI-powered visual inspections on connected
assets, allowing for real-time monitoring of their physical
condition at a fraction of the cost of traditional inspections.
Additionally, stackable forward-looking infrared and ultrasound
sensors extend the data capture, providing Asset owners with better
knowledge and documentation of their assets under care, minimizing
unplanned downtime and preserving asset value.
"The acquisition of Ascent will broaden mCloud's ability to
access hard-to-reach assets, allowing us to capture the AI
enhancing data that provides our customers with unique insights and
solutions," said Russel McMeekin,
mCloud President and CEO. "Ascent's offering complements the
capabilities gained from our recent acquisition of AI damage
assessment provider NGRAIN. We believe that the integration of
these two platforms will create a disruptive solution to critical
asset management."
"Ascent's airborne sensor platform brings the ability to capture
an entirely new data layer to enhance mCloud's industry-leading AI
engine. Our coaxial vehicles are inherently more rugged,
adaptable and efficient than conventional multirotors, making them
far more reliable in tough industrial environments where critical
information needs to be collected," said Peter Fuchs, Ascent's cofounder and CEO.
"mCloud is assembling the most advanced technology building blocks
available to create a fully integrated, end-to-end, data-driven,
intelligent asset management solution. Today, we're one step
closer to completely automating that process, from collection,
transmission, conditioning, storage, analysis right through to the
recommendations that drive real-world action."
Ascent's UAV's are designed and manufactured in the USA, and the company's existing customers
include Tier One and Tier Two aerospace and defense prime
contractors, government agencies and commercial
operators.
The acquisition is valued at approximately $6.55M USD, comprised of $4.8M USD in shares plus $500K USD in cash on closing. An additional
$1M USD in shares, and $250K USD in cash is contingent on the
achievement of future results. It is not expected that any single
stockholder of Ascent will own more than 5% of the outstanding
shares of mCloud upon completion of the transaction.
The acquisition of Ascent is an arm's length transaction, and no
finder's fees are payable by mCloud in connection with the
transaction. Completion of the transaction is subject to the
satisfaction of a number of conditions, including receipt of the
approval of the TSX Venture Exchange.
About Universal mCloud Corp.
Universal mCloud is headquartered in Vancouver, BC with technology and operations
centers in San Francisco, CA and
Bristol, PA. mCloud is an
Artificial Intelligence and Analytics, IoT connected asset care
cloud solution company utilizing connected IoT devices, AI, 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 Ascent Systems
Ascent AeroSystems is a Syracuse,
NY-based company that designs and manufactures unique
"coaxial" unmanned aerial vehicles (UAVs) for industrial, public
safety and military applications. Its rugged, cylinder-shaped
UAVs are more durable, more portable, more flexible and more
efficient than conventional multirotors, making them ideal for
mission-critical operations in tough environments. The
company has shipped hundreds of units to customers worldwide.
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 includes, but is not limited to, the
proposed completion of the acquisition of Ascent and prospective
financial results and business prospects of the Company assuming
the completion of the transaction.
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. 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