BuildingIQ (ASX: BIQ) Board agrees to terms for mCloud Technologies Corp to acquire the Company
11 February 2020
Sydney – BuildingIQ, Inc. (ASX: BIQ) and mCloud Technologies Corp. (mCloud) (TSXV: MCLD), a TSX Venture Exchange-listed technology firm, have signed an Expression of Interest (EOI) agreement whereby mCloud intends to provide BuildingIQ with a working capital facility and an offer to acquire CDIs in BuildingIQ in exchange for stock in mCloud. Headquartered in Vancouver, Canada, with twelve offices worldwide, mCloud offers complete asset management solutions to three distinct segments: smart facilities, power generation, and process industries. Through its single platform, AssetCare, high performance IoT, AI, 3D, and mobile capabilities are delivered to customers. The mCloud business has strong synergies with BuildingIQ technology and mCloud, with its operational and financial resources will enable the global expansion of the combined business. BuildingIQ’s 5i technology stack will integrate new AI and IoT solutions into mCloud’s AssetCare offering, which would combine the respective energy savings technologies to target new large commercial spaces such as hospitals and bring new energy management tactics to enterprise multi-site buildings. The terms of the proposed transaction are summarised below:
- The non-binding EOI is subject to a period of due diligence and exclusivity, and contingent on the execution of definitive agreements between both BuildingIQ and mCloud.
- The EOI provides that mCloud will offer to buy each BuildingIQ CDI holder’s CDIs on the basis that CDI holders will receive 1 share in mCloud for every approx. 441 CDIs held.
- This equates to a price of A$0.0158 per CDI, which represents a 58% premium to BuildingIQ’s 08 Feb 2020 closing price on the ASX and mCloud’s three-day VWAP stock price for the week of February 2, 2020 of A$6.97.
- mCloud will provide BuildingIQ with a secured working capital loan of A$1.5 million on commercial terms on 14 February 2020, which will be managed jointly by mCloud and BuildingIQ.
- Both companies have agreed to a Break Fee of A$500,000 on terms consistent with transactions of this nature.
- mCloud will explore a possible listing of its common shares on the Australian Stock Exchange. mCloud is currently listed on the TSX Ventures exchange in Toronto and trades over-the-counter (OTC) in the US.
- Definitive Agreement – 8 April 2020
- Approval by CDI holders – 8 June 2020
- Transaction close – 19 June 2020
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