Raytelligence subsidiary Innowearable AB plans reverse acquisition of High Speed Interconnects, LLC

RaytelligencePörssitiedote05.09.2024 klo 09.55

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Innowearable AB (publ) ("Innowearable") has today entered into a letter of intent regarding the acquisition of all shares in High Speed Interconnects, LLC ("High Speed"). The acquisition is intended to be financed through a set-off issue, through which High Speed's owners become the majority owner of Innowearable, a so-called reverse acquisition. Innowearable's business name and business are hereafter intended to be changed to High Speed Interconnects AB. Raytellegence AB (publ) ("Raytel") will after the transaction distribute the majority of its shares in Innowearable to the shareholders. The objective is for the shares to be listed on a suitable market platform in Stockholm. Resolutions on the acquisition of HSI's assets and, among other things, resolutions on amendments to the Articles of Association, new share issues and election of a new Board of Directors, etc., require approval by the Extraordinary General Meeting. The letter of intent is valid until 5 November 2024 and expires thereafter if no agreement has been entered into between the parties.

Background

Raytel has been developing wearable sensors for performance enhancement and injury prevention since 2022 through its subsidiary Innowearable. Innowearable has developed a prototype, Inno-X, which measures so-called "readiness" (whether the body has recovered sufficiently after a workout) and also develops Inno-1, which measures lactate levels instantaneously (the degree of muscle fatigue, lactic acid levels). In the spring of 2023, the company encountered financial problems, which caused obstacles to continued operations.

New business in Innowearable through HSI

HSI is a privately held leading company that extrudes and assembles high-performance coaxial cables that exceed today's requirements for signal integrity. HSI's low-loss, low-capacitance, and phase-stable coaxial cables are available in a variety of cable designs, including circular and micro-coaxial connector connections down to 0.3 mm pitch, and fine wire connections, direct-to-board, down to 0.175 mm. Headquartered in Scottsdale, Arizona, HSI is one of the few global manufacturers to extrude its own high-performance coaxial cable and expanded PTFE (VP90). For more information, visit www.highspeedint.com.

The Board of Directors' decision in Innowearable to enter into a letter of intent regarding a reverse acquisition is based on an assessment that HSI's business has a long-term value-creating potential for the shareholders of Raytel.

Intended transaction structure

The intention is that the transaction will be carried out on the basis of the following points if the parties finally agree and enter into an acquisition agreement:

The transaction shall be structured in such a way that INNOWEARABLE acquires all shares in HSI and payment shall be made to HSI's owners (the "Seller") in the form of newly issued shares in INNOWEARABLE through a set-off issue.
In connection with the acquisition, INNOWEARABLE will change its company name and take over the company name High Speed AB (publ).
Following the transaction, the Seller becomes the majority owner of INNOWEARABLE. An indicative ownership distribution after the transaction is as follows:- The Seller and its shareholders: approximately 80%- RAYTEL's and INNOWEARABLE's existing shareholders including advisors: approximately 20%** In the event that INNOWEARABLE at the time of closing the transaction, or within a certain prescribed period of time, does not hold the agreed level of cash and cash equivalents, an earn-out shall be paid to the Seller in relation to the deviation in question. This earn-out shall be paid in the form of newly issued shares in INNOWEARABLE.
The parties value the transaction as follows.- The value of Speed Interconnects, LLC amounts to approximately SEK 627 million.
The acquisition agreement will be conditional upon, among other things, the following:- That INNOWEARABLE and the Seller are given the opportunity for legal and financial due diligence;- That the general meeting of INNOWEARABLE approves the final agreement on acquisition and takes the necessary resolutions required for the completion of the set-off issue and other decisions required for the completion of the transaction;- That the general meeting of the Seller approves the final agreement for the completion of the transaction and any further resolutions required.- That The Seller receives in advance from the Swedish Securities Council an exemption from the obligation to make a bid for the time required for distribution of the shares in INNOWEARABLE that the Seller receives in the transaction to its shareholders. After the distribution, the Seller will not remain as an owner of INNOWEARABLE.

Furthermore, the intention is that the new business in INNOWEARABLE will be listed on a suitable marketplace in Stockholm under the company name High Speed Interconnects AB (publ), which is why the company will need to go through a listing process if the transaction is finally completed. The further market listing is subject to approval from the marketplace. The entire transaction, including the decision-making process, is expected to be completed during October/November 2024, subject to the fulfilment of certain conditions.

"With the listing of HSI, we will have an important platform from which we can further develop the business and create value for our shareholders," said Antonio De La Rosa, Founder, Chief Executive Officer of HSI.

This information is information that Raytelligence AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, 08:55 CET on 5 Sep 2024.

Inquiries:

Erik Forsell, Head of Investor Relations, +46 (0)73-417 50 90, erik@brcf.se

Ben Hedenberg, CEO, +46 (0)8-551 160 90, ben@bigben

INNOWEARABLE
INNOWEARABLE AB (publ) is a Swedish subsidiary of the investment company Raytelligence AB (publ). Raytelligence is listed on NGM Nordic SME. The company's mentor is Black River Corporate Finance AB, +46 (0)73-417 50 90.