- Relevium Technologies Inc. (RLV) has signed a non-binding term sheet to acquire all the issued and outstanding shares of Med PPE Canada Inc.
- The combined business will allow Relevium to pursue and secure government and institutional PPE tenders through its established state-of-the-art logistics platform, as well as utilization and distribution of air purification and disinfection technologies
- Relevium will acquire all the outstanding shares of Med PPE for an initial consideration of $2.4 million through the issuance of 120 million common shares in the capital of Relevium and an earnout purchase priceof up to$8,566,000, payable upon the achievement of certain Revenue and EBITDA targets
- The earnout payments would be payable in common shares of Relevium with the number of shares issued being calculated based on the volume weighted average trading price of the common shares of the company for the 10 days before the date of issuance
- Relevium Technologies Inc. (RLV) is unchanged trading at $0.015 per share as of 4:05 p.m. ET
Relevium Technologies (RLV) has signed a non-binding term sheet to acquire Med PPE Canada Inc.
The combined business will allow Relevium to pursue and secure government and institutional PPE tenders through its established state-of-the-art logistics platform, as well as the utilization and distribution of air purification and disinfection technologies.
MED PPE will allow for greater cross-border North American business opportunities and leverage strategic sales and marketing channels.
Relevium will acquire all the outstanding shares of Med PPE for an initial consideration of $2.4 million through the issuance of 120 million common shares in the capital of Relevium and an earnout purchase price of up to$8,566,000, payable upon the achievement of certain revenue and EBITDA targets.
The vendors of the Med PPE shares would receive a $500,000 earnout payment if Med PPE’s revenue for 2021 is $7,200,000 and the amount of this earnout payment would increase by $0.16 for every $1 of revenue exceeding the $7,200,000 target, to a maximum of $1,000,000.
A $375,000 earnout payment is expected if the Med PPE’s EBITDA margin is equal to or greater than 5 per cent for 2021 and the amount of this payout would increase by $150,000 for every 1% of EBITDA margin above 5 per cent, to a maximum of $1.5 million
A $1,000,000 earnout payment will take place if the Med PPE revenue for 2022 is $9,800,000 and the amount of this payment will increase or decrease by $0.10 for every $1 of revenue above or below a $9.8 million target, for a maximum of $2 million.
A $500,000 earnout payment will take place if Med PPE’s EBITDA for 2022 is $300,000 and the amount of this payment would increase or decrease by $3.33 for every $1 of EBITDA above or below the $300,000 target, to a maximum of $1,666,000 and with no Earnout Payment being paid for this item if EBITDA for 2022 is less than $225,000.
The earnout payments would be payable in common shares of Relevium with the number of shares issued being calculated based on the volume-weighted average trading price of the common shares of the company for the 10 days before the date of issuance.
Relevium Technologies Inc. (RLV) is unchanged trading at $0.015 per share as of 4:05 p.m. ET.
