Nextech3D.ai and Arway Provide Business Combination Update

Executive Summary

• Nextech3D.AI disclosed that it is negotiating a definitive agreement to acquire the remaining shares of Arway Corporation, with the transaction to be completed via a three‑cornered amalgamation; final exchange ratio and price are still under review.
• The company recorded an impairment charge of approximately $5 million on Arway assets and an additional $0.7 million goodwill impairment related to its Map D acquisition, reflecting doubts about future cash flows and technology performance.
• Management reiterated that the reacquisition of Arway is expected to generate cost synergies, accelerate product development, and enhance recurring SaaS revenue despite the current impairments.

Key Details

• Transaction Structure: Arway will amalgamate with a wholly‑owned Nextech subsidiary; Arway shareholders will receive Nextech common shares for each Arway share held.
• Pending Items: Execution of definitive agreement, approval by Arway shareholders and the CSE, and satisfaction of customary closing conditions.
• Impairment on Arway: ~$5 million charge due to limited external contracts and underperforming technology; assets deemed not recoverable per IAS 36.
• Goodwill Impairment (Map D): Additional ~$0.7 million charge after fair‑value measurement under IFRS 3 indicated full impairment of recognized goodwill.
• Strategic Rationale: Integration of Arway’s AI/AR/navigation tools into the Map D event management platform to reduce overhead, streamline development, and boost SaaS revenue growth.
• Synergies Expected: Leveraging recent acquisitions (e.g., Event Dex) to cross‑sell and improve customer retention within a unified event‑technology ecosystem.
• Regulatory Filings: A notice of meeting and circular will be filed on SEDAR+; investors cautioned that information may change pending the final disclosure document.

Notable Quotes

“Despite these challenges, management firmly believes that the reacquisition of Arway remains in the best interests of shareholders… Centralizing Arway's capabilities within a unified platform is anticipated to accelerate growth, improve customer retention, and unlock cross‑selling opportunities.” – Evan Gappelberg, CEO & Director, Nextech3D.AI.