Nextech3D.ai Announces Definitive Agreement to Acquire 100% of ARway, Streamlining Operations

Executive Summary

• Nextech3D.ai entered into a definitive agreement to acquire all outstanding Arway Corporation shares it does not already own, consolidating Arway as a wholly‑owned subsidiary.
• The transaction values Arway at approximately US$3.2 million (C$0.083 per share) and will result in former Arway shareholders receiving about 0.514 Nextech shares for each Arway share held.
• Post‑closing, current Arway shareholders are expected to own roughly 8.1 % of Nextech’s outstanding common stock, with no anticipated changes to either company’s management teams.

Key Details

• Current Ownership: Nextech already holds ~40 % of Arway; management holds an additional ~20 %.
• Shares Outstanding: 38,641,161 Arway shares; 225,298,980 Nextech shares.
• Consideration: 19,866,921 Nextech shares to be issued to Arway shareholders (exchange ratio ≈ 0.514 Nextech share per Arway share).
• Deemed Prices: C$0.083 per Arway share; C$0.161 per Nextech share.
• Valuation: Aggregate implied value of Arway ≈ US$3.2 million (subject to regulatory approval).
• Structure: Three‑cornered amalgamation – Arway will merge into a wholly‑owned Nextech subsidiary; Arway shareholders receive Nextech shares on a pro‑rata basis.
• Post‑Transaction Ownership: Former Arway shareholders expected to hold ~8.1 % of Nextech’s common equity on a non‑diluted basis.
• Delisting: Arway shares will be delisted from the Canadian Securities Exchange (CSE) upon completion.
• Approvals Required: Shareholder approval of Arway, CSE approval, and customary closing conditions; notice of meeting and circular to be filed on SEDAR+.
• Management Impact: No changes to management teams of either Nextech or Arway are anticipated.
• Strategic Rationale: Consolidation aims to reduce costs, eliminate redundant overhead, and accelerate product innovation by integrating AI, AR navigation, and 3D tools across the event technology platform (Map D).

Notable Quotes

“This reacquisition streamlines Nextech3D.ai into a stronger, more unified company. Integrating Arway with Map D accelerates our vision for a full AI‑powered event technology suite.” – CEO, Nextech3D.ai