SAMSys Technologies Inc. Announces Private Placement to BTG plc and Creation of Joint Venture
TORONTO, Feb. 27 /CNW/ - SAMSys Technologies Inc. ("SAMSys"), (SMY:CDNX),
of Toronto, a provider of Radio Frequency Identification (RFID) reader
hardware, today announced that BTG International Limited ("BTG"), the UK-based
global technology commercialization company, has agreed to invest CDN $8.8
million in SAMSys. In return, BTG will receive 8,000,000 SAMSys common shares
(at $1.10 per share), representing 27.9% of the outstanding common shares of
the company (23.6% on a fully diluted basis). The transaction is subject to
SAMSys shareholder approval, approval of the Canadian Venture Exchange, and
certain other conditions, including completion of due diligence satisfactory
to BTG. SAMSys will use the proceeds primarily to fund working capital
requirements for the ongoing commercialisation and deployment of its RFID
reader technologies and expanded service offerings.
BTG and SAMSys also announced today an agreement to form a joint venture
to develop technologies addressing the rapidly growing Ultra High Frequency
(UHF) segment of the RFID marketplace. Each party will invest CDN $800,000 and
contribute intellectual property or know how to a focused development
programme. The parties have agreed that the benefits of such programme will be
shared on a 50/50 revenue share basis. If the programme achieves specified
technical milestones, at BTG's option in lieu of revenue sharing, it may grant
SAMSys a worldwide fully paid and exclusive licence to the technology. In
consideration of the joint venture and other intellectual property rights,
SAMSys has agreed to issue 2,500,000 newly created non-voting convertible
redeemable shares to BTG. These shares are convertible on a one to one basis
into SAMSys common shares only if the program's technical milestones are
achieved and BTG elects to grant SAMSys the licence. These shares will
otherwise be redeemable for nominal consideration.
Cliff Horwitz, Founder and CEO of SAMSys, added: "We regard this
investment by BTG as the greatest vote of confidence in both our historical
technology development programme, as well as our strategic direction within
the RFID marketplace. This new joint venture, and the combination of efforts,
will surely propel SAMSys into a leading industry position. We are delighted
that the 8 year relationship we have enjoyed with BTG has culminated into a
partnership of such significance."
Ian Harvey, BTG's CEO, commented: "With its multi-protocol, multi-
frequency approach to RFID systems, SAMSys is in a unique position to exploit
the growing RFID market. Through this significant investment in SAMSys, which
we believe is well positioned to become an industry leader, and through the
separate joint venture to develop technologies based on Supertag we have the
opportunity to extract real value from our long-standing RFID expertise and
IP."
RFID has a broad range of potential applications, including inventory
management, parcel and container tracking, airline baggage/passenger tracking
and supply chain management. The worldwide market for RFID is estimated by
Venture Development Corp. to be growing at 27% CAGR, with projected sales in
2002 of $1.5 billion. |
