Acquisition would bring BuildingIQ's 5i
technology to AssetCare™ for smart building customers
globally along with C$6.1 million in
trailing twelve month revenues, a strong customer
presence in Australia, and enable
the expansion of smart building business in Southeast Asia.
VANCOUVER, Feb. 10, 2020 /CNW/ - mCloud Technologies
Corp. (TSX-V: MCLD, MCLD.DB) (OTCQB: MCLDF) ("mCloud" or the
"Company"), a leading provider of asset management solutions
combining IoT, cloud computing, artificial intelligence ("AI"), and
analytics, today announced it has signed an Expression of Interest
("EOI") to acquire BuildingIQ (ASX: BIQ), a cloud-based building
technology provider, founded in Australia with offices in the United States, using IoT and AI to create
energy savings and maximize building efficiency.
"BuildingIQ is a highly complementary business to our own
AssetCare segment for smart buildings," said Russ McMeekin, mCloud President and CEO.
"Through BuildingIQ's 5i technology stack, we would be able to
integrate new AI and IoT solutions into AssetCare, which would let
us combine our respective energy savings technologies to target new
large commercial spaces such as hospitals and bring new energy
management tactics to enterprise multi-site building portfolios via
capabilities such as automated measurement and verification
(M&V)."
"With BuildingIQ's home base in Australia, their operations would also provide
us with an anchor to expand our business development activities for
smart buildings to Southeast Asia,
an excellent addition to our existing strategy to secure major oil
and gas customers in the region," McMeekin added. "At close, we
would expect to bring cost synergies to BuildingIQ that would make
the transaction cash accretive without impacting BuildingIQ's
growth trajectory and ability to continue serving customers."
BuildingIQ currently connects more than 1,350 commercial
buildings worldwide with over 140 million square feet under
management. Since its IPO in December
2015, BuildingIQ has achieved a 20% compound annual growth
rate (CAGR) and renewal rates of 97% among its customers.
mCloud intends to provide BuildingIQ with a working capital
facility and an offer to acquire 389 million CHESS Depositary
Interests ("CDIs") in BuildingIQ in exchange for 882,230 common
shares of mCloud. The working capital facility would be used to
support BuildingIQ's growth momentum in 2020.
The terms of the proposed transaction are as follows:
- The non-binding EOI is subject to a period of due diligence and
exclusivity, and contingent on the execution of definitive
agreements between BuildingIQ and mCloud.
- The EOI provides that mCloud will offer to buy each BuildingIQ
CDI holder's CDIs on the basis that CDI holders will receive 1
share of mCloud for every approximately 441 CDIs held.
- This equates to a price of A$0.0158 per CDI, which represents a 58% premium
to BuildingIQ's last closing price on the ASX and mCloud's
three-day VWAP stock price for the week of February 2, 2020 of C$6.27.
- mCloud will provide BuildingIQ with a secured working capital
loan of A$1.5 million on commercial
terms on February 14, 2020, the use
of which by BuildingIQ will be managed jointly by mCloud and
BuildingIQ.
- Both companies have agreed to a break fee of A$500,000 on terms consistent with transactions
of this nature.
Provided that all conditions to closing are satisfied, including
receipt of all required regulatory and shareholder approvals
(including, if applicable, the approval of the TSX Venture
Exchange), the proposed transaction is expected to close on
June 19, 2020.
About mCloud Technologies Corp.
mCloud is creating a more efficient future with the use of AI
and analytics, curbing energy waste, maximizing energy production,
and getting the most out of critical energy infrastructure. Through
mCloud's AI-powered AssetCare™ platform, mCloud offers complete
asset management solutions to three distinct segments: smart
facilities, power generation, and process industries including oil
and gas. IoT sensors bring data from connected assets into the
cloud, where AI and analytics are applied to maximize their
performance.
Headquartered in Vancouver,
Canada with offices in twelve locations worldwide, the
mCloud family includes an ecosystem of operating subsidiaries that
deliver high-performance IoT, AI, 3D, and mobile capabilities to
customers, all integrated into AssetCare. With over 100 blue-chip
customers and more than 35,000 assets connected in thousands of
locations worldwide, mCloud is changing the way energy assets are
managed.
mCloud's common shares trade on the TSX Venture Exchange under
the symbol MCLD and on the OTCQB under the symbol MCLDF. mCloud's
convertible debentures trade on the TSX Venture Exchange under the
symbol MCLD.DB. For more information, visit www.mcloudcorp.com.
About BuildingIQ
BuildingIQ (ASX: BIQ) helps building owners and operators
worldwide lower energy use, increase building operations efficiency
and enhance tenant comfort. The Company's 5i cloud-based platform
and Managed Services deliver on the promise of Internet of Things
(IoT) for buildings. Over 140M square
feet of building space is currently under management with
BuildingIQ. www.buildingiq.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 harbour
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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
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"may", "could", "would", "might" or "will be taken", "will
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information contained in this press release includes information
relating to the proposed acquisition of BuildingIQ and the
potential benefits that may be realized by the Company if the
acquisition is completed.
By identifying such information and statements in this manner,
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An investment in securities of the Company is speculative and
subject to several risks, as discussed under the heading "Risk
Factors" in the Company's annual information form dated
October 31, 2019. 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
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that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and
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be given that such forward-looking information and statements will
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of this press release.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
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SOURCE mCloud Technologies Corp.