Edge Total closes acquisition of Austal tech assets

Executive Summary

• Edge Total Intelligence Inc. has completed the acquisition of certain technology assets from Austal Ltd., including planning software for aviation, a life-cycle upkeep sustainment intelligence (LUSI) solution, and an enterprise asset management suite for marine applications.
• The transaction was settled via the issuance of 6,075,459 subordinate voting shares (SV shares) to Austal, representing approximately 9.9% of the company's issued and outstanding shares on a non-diluted basis, with a deemed price of $1.00 per share.
• The agreement includes a framework collaboration agreement (FCA) granting Austal a right of first refusal for joint partnerships in specific global jurisdictions, a board nomination right, and a reversion clause that returns asset rights to Austal if Edge fails to achieve a Nasdaq/NYQ uplisting or other specific conditions within five years.

Key Details

• Assets Acquired:
  • 100% interest in planning software focused on aviation applications.
  • Branched LUSI (life-cycle upkeep sustainment intelligence) solution.
  • Enterprise asset management software suite focused on marine applications.
  • Certain other branched minor software products focused on workflow and automation.
  • Intellectual property licenses to support and utilize the above assets.
• Consideration:
  • Issuance of 6,075,459 subordinate voting shares (SV shares).
  • Deemed price per share: $1.00.
  • Total equity value: $6,075,459.
  • Represents 9.9% of issued and outstanding SV shares on a non-diluted basis.
• Lock-up and Anti-Dilution Terms:
  • Consideration shares are subject to a lock-up agreement until the expiration of the reversion term.
  • If Edge completes an uplisting to Nasdaq or NYSE, it must issue "anti-dilution shares" to ensure Austal holds a 9.9% equity interest in the resulting issuer.
• Strategic Rights and Governance:
  • Right of First Refusal: Austal has the right to jointly partner with Edge in specific jurisdictions (including Australia, US, UK, Philippines, New Zealand, Norway, Sweden, Denmark, Vietnam, Maldives, Sri Lanka, Singapore, Chile, Trinidad and Tobago, Venezuela, Guatemala, Germany, Malta, Cook Islands, Fiji, Nauru, Palau, Samoa, Solomon Islands, Tonga, Tuvalu, Vanuatu, Kiribati, Niue, and Federated States of Micronesia) for opportunities in the global marine/army maritime and commercial fast-ferry industries.
  • Board Nomination: Austal has the right to nominate one individual for election/appointment to Edge's board of directors. This right persists until Austal's shareholding drops below 5% for more than 20 consecutive calendar days.
• Reversion Clause:
  • All rights to acquired assets revert to Austal if a "reversion event" occurs.
  • Reversion Events: Failure to complete an uplisting to Nasdaq/NYSE within 12 months, failure to issue anti-dilution shares, termination of FCA by Austal for breach, or notification/violation of contractual obligations to the Australian government.
  • Reversion Term: The earlier of: (i) FCA termination by Austal; (ii) completion of uplisting; (iii) change of control in Austal (unless due to Australian government call options); (iv) five-year anniversary of closing; or (v) mutually agreed date.
• Personnel: Key personnel from Austal are transitioning to Edge to ensure continuity of service.
• Transaction Structure:
  • No debt acquired.
  • No finders' fees payable.
  • Not a non-arm's-length party transaction.
  • All conditions precedent satisfied or waived.

Notable Quotes

• None explicitly provided in the text.