Toronto, Ontario--(Newsfile Corp. - February 3, 2016) - EnerDynamic Hybrid Technologies Corp. (TSXV: EHT) ("EHT" or the "Company") wishes to provide an update on the previously announced EVIA Finance S.A.R.L.("EVIA") transaction whereby EHT Luxembourg S.A.R.L.("EHT Luxembourg"), a wholly owned subsidiary of the Company, would acquire all of the issued and outstanding shares of EVIA (the "Acquisition"). On August 10, 2015, EHT announced the closing of the cash portion of the Acquisition and the continuation of due diligence on the financial statements of EVIA. Further, on October 13th, 2015 EHT announced the appointment of Mr. Roman Eder to the position of CEO of the Company.
As previously disclosed, under the terms and conditions of the Share Purchase Agreement executed in July, 2015 between Innovo Phoenix S.A.R.L. ("Innovo"), a corporation controlled by Mr. Eder, and EHT Luxembourg, whereby Mr. Eder agreed to sell all of the shares in EVIA to EHT Luxembourg (the "SPA"), for cash and up to 35,000,000 common shares in the capital of the Company. The common shares were to be issued upon fulfilment of certain conditions set forth in the SPA, the most notable being the receipt by the Company of audited financial statements of EVIA, honoring terms and conditions precedent with a previous equity holder ("Prior Owner") of the EVIA shares and the approval of the Acquisition by the TSX. As of the date of this news release, audited financial statements have not been received nor have certain terms been honored by Innovo with respect to the Prior Owner. The Company does however note that the shares of EVIA were transferred to EHT Luxembourg as the cash portion of the transaction was satisfied.
EHT and its financial advisor Kingsdale Capital, recently conducted further due diligence in respect of EVIA and its business, which included sending a team to Senegal and Luxembourg to meet with persons associated with EVIA and counterparties to EVIA contracts and also conducted meetings with EVIA's accountants and EHT's Luxembourg legal counsel. In Senegal, EHT attended meetings with the Ministries of Finance and Health as well as with banking and funding partners related to a significant hospital contract for which IQ Technologies GmbH ("IQ"), a 100% wholly owned subsidiary of EVIA has been asked to provide a proposal for the project. The contract is not subject to a competitive tender process. If successful, the contract would be issued to EHT or a designated subsidiary as the lead contractor with partners to be chosen by EHT/EVIA and its Senegal partners. Additional information about this potential contract will be disclosed as the process unfolds.
Following meetings with EVIA's accountant, it has been determined that the audited financial statements of EVIA are not complete and additional time will be required to complete the audit process. EHT has now taken over direct control of the audit process and follow-up meetings will be held over the next few weeks to complete the audits of EVIA for the fiscal years ended December 31, 2014 and 2015. Given the delay in the receipt of EVIA's financial statements preventing the complete closing of the Acquisition, EHT will not be in a position to report its financial statements on a consolidated basis for fiscal 2015. As a result, EHT's MD&A and financial statements will be reported on a standalone basis until the Acquisition is closed.
EHT has been informed of a commercial dispute between Innovo and the Prior Owner of the shares of EVIA. As a result of this commercial dispute and given the extensive delays, including non-receipt of financial statements to complete the Acquisition, EHT has informed Innovo and Mr. Eder that the terms of the SPA are under review including the issuance of the 35,000,000 common shares in the Company. In order to resolve the matter with the Prior Owner, EHT may increase the cash portion of the Acquisition or issue shares to the Prior Owner. Any cash payment would be payable over time and may be made by way of financing or by way of cash flow in the event EHT secures a large cash payment via a successful contract win through EHT's current energy and modular housing business pipeline. The Acquisition, if all-cash, may not require TSXV approval due to the all-cash structure of the Acquisition.
At this time, and until the audited financial statements of EVIA are received and the matter with the Prior Owner has been finalized, the Board of Directors has asked Mr. Roman Eder to recuse himself from duties of CEO and President of the Company. Mr. John Gamble will be appointed as the Interim CEO and President. Mr. Gamble is currently the CEO of the Company's operating subsidiary, Director of Strategic Planning, a member of the Board of Directors and the founding CEO of the Company.
The Board of Directors is reviewing the various outstanding matters related to the Evia Acquisition and will provide an update in the near future as events warrant.
About EnerDynamic Hybrid Technologies
EHT delivers proprietary, turn-key energy solutions which are intelligent, bankable and sustainable. Most energy products and solutions can be implemented immediately wherever they are needed. EHT stands above its competitors by combining a full suite of solar PV, wind and battery storage solutions, which can deliver energy 24 hours per day in both small-scale and large-scale format. In addition to traditional support to established electrical networks, EHT excels where no electrical grid exists. Through its recent acquisitions and new product developments, the organization now supplies advanced material solutions for various industries in combination with energy saving and energy generation solutions. EHT's core expertise lies in the development of innovative composite material systems with a full integration of smart energy solutions, which are processed through the use of EHT's proprietary production technologies into attractive applications- primarily modular homes, cold storage facilities, modular hospitals, schools, hotels and residential and commercial buildings.
Forward-Looking Information
The information in this news release, including relating to the proposed acquisition of Evia, the final shares to be issued and any agreement with the Prior Owner, includes certain information and statements that constitute forward-looking information.
These forward-looking statements are based upon certain assumptions, including regarding EHT's ability to successfully complete the acquisition of Evia, due diligence being satisfactory to EHT and obtaining TSXV approval. Such assumptions are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may vary materially from those anticipated and indicated by these forward-looking statements. Although EHT believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, EHT disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION. PLEASE CONTACT:
John Gamble
Director
(289) 488-1699
jgamble@ehthybrid.com
Company Website: www.ehthybrid.com
Stephanie Thompson
Administrative Assistant
(289) 488-1699
info@ehthybrid.com
Company Website: www.ehthybrid.com
