Baylin Technologies Announces Amendments to its Credit Facility and its Share Purchase Agreement for the Acquisition of Kaelus AB

Executive Summary

• Baylin Technologies amended its revolving credit facility, extending maturity to April 30 2026 and replacing the $3 M liquidity covenant with senior‑debt/EBITDA and fixed‑charge coverage ratios.
• The Share Purchase Agreement for the acquisition of Kaelus AB was extended, giving Baylin until February 28 2026 to satisfy a $42 M financing condition.
• Baylin is negotiating a $30.9 M senior secured loan (36‑month term) and has already raised $10.3 M via a private placement of subscription receipts; together these funds are expected to meet the financing condition and allow the acquisition to close in Q1 2026, subject to regulatory and shareholder approvals.

Key Details

• Credit Facility Amendment
• Maturity extended from 31 Jan 2026 → 30 Apr 2026.

• Liquidity covenant ($3 M minimum) replaced by:

  • Senior Debt/EBITDA ≤ 2.75 : 1 (monthly measurement).
  • Fixed Charge Coverage Ratio ≥ 1.15 : 1 (monthly measurement).

• Acquisition of Kaelus AB

• SPA financing condition deadline moved from 28 Jan 2026 → 28 Feb 2026.

• Financing condition requires cash to cover:

  • Cash portion of purchase price,
  • Full repayment of existing indebtedness,
  • All third‑party acquisition expenses – total ≈ $42 M.

• Financing Arrangements

• Negotiating a $30.9 M non‑revolving senior secured loan (36‑month term) with a Canadian private credit lender; proceeds earmarked to:
  • Repay the existing Credit Facility in full.
  • Fund part of the cash purchase price for Kaelus AB.

• Completed December 2025 private placement of subscription receipts raising $10.3 M.

• Funding Sufficiency

• Combined loan ($30.9 M) + subscription receipt proceeds ($10.3 M) = $41.2 M, which together with any additional cash is expected to satisfy the $42 M financing condition.

• Regulatory & Shareholder Approvals

• Subject to Finnish foreign‑investment review authority approval.

• Shareholder approval to be obtained via written consent from controlling shareholder per TSX rules (section 604(d)).

• Expected Timeline

• Acquisition anticipated to close in the first quarter of 2026, contingent on financing, regulatory and shareholder approvals.

Notable Quotes

(No direct quotes were provided in the release.)