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Nanalysis Scientific Corp. ('the Company", TSXV:NSCI , OTCQX:NSCIF, FRA:1N1) is pleased to announce that it has entered into a binding agreement to acquire 100% of K'(Prime) Technologies Inc. ( KPrime ), a North American sales and service company, with a particular focus on scientific instrumentation for pharma, food, chemical and oil & gas customers, as well as imaging systems for security applications. The deal is expected to close before Dec 31, 2021 .
KPrime has been representing leading equipment manufacturers for over 20 years and has become proficient in driving sales volume by understanding customer needs. The company is a sales and service focused organization that has profitability in its DNA. Over the past four fiscal years KPrime's unaudited revenue has been between C$8 million and C$10 million with positive EBIDTA of roughly $1.0 to $1.5 million per year. The company was founded by Mr. Kham Lin , who began his career selling scientific instrument for Hewlett Packard which eventually became Agilent Technologies. KPrime was incorporated in 1997. Mr. Lin took over the operation in 2001 when he identified an opportunity to represent several equipment manufacturers on an exclusive basis. The company has been profitable every year since inception.
Sean Krakiwsky , founder and CEO of Nanalysis said, "Joining forces with such an experienced sales and service organization is a unique expansion opportunity for Nanalysis. Our vision is to provide full sales and service coverage in every major market in the world, most importantly in the United States and Canada . We need a living, breathing, thriving, and resilient sales organization that evolves globally as we grow. KPrime constitutes this living sales organism that is focused on driving growth and can ingrain the ethos of profitability into our entire company. I have known Kham for over 10 years, and am confident that his trademarks of honesty, perseverance, integrity, as well as his tenacious focus on capital equipment sales and service, represents a highly complementary infusion, which will result in continued revenue growth and creation of shareholder value."
"We have already begun the integration planning, and we are excited to start working with KPrime in earnest. The teams at Nanalysis and KPrime recognize the complementary nature and talents of each team. A key aspect of the integration is the merging of the sales organizations, with a particular emphasis on the senior sales leadership at KPrime. Since inception, Nanalysis has been heavily weighted towards high-end scientists and engineers, and it is now time to bring the company into conventional operation ratios as it pertains to the mix of employee backgrounds and talents: KPrime rounds out the talent pool at Nanalysis," continued Mr. Krakiwsky.
Chair of the Board of Directors, Mr. Martin Burian , states, "Sean and Kham have been talking about this deal for a long time, and the Board of Nanalysis is pleased that it has come to fruition. As part of this deal, we will be welcoming Kham to the Nanalysis Board, and I speak for all Directors when I say that we are looking forward to working with him as a Director."
Mr. Kham Lin added, "We are eager to be combining forces with Nanalysis. This deal is great news for our employees, our existing customers, partners and it will also allow us to expand our instrumentation sales and service business to include NMR. We are chasing some very large contracts, and this deal optimizes our chances of landing new business opportunities. As a sales professional, I am particularly interested in becoming part of vertically integrated scientific instrumentation company, with world class R&D and manufacturing, as well as tremendous access to capital. We will expand sales in analytical and security markets, which will include the scaling of our equipment leasing business. Recuring service-oriented revenue is also very important to our business model, which is another example of how we are complementary to Nanalysis."
"Sean and I share a vision of building a company that provides a broad range of analytical and imaging detection solutions to the real-world problems of today and tomorrow. By combining our organizations, we take a big step in that direction," concluded Mr. Lin.
About the Acquisition
The base consideration paid for KPrime is $3 million in cash and the issuance of 2.76 million Nanalysis shares, which are subject to a two-year lock-up period. The former shareholders of KPrime may also receive earn-out consideration of up to $1 million over two years, based on future revenue objectives.
The closing of this transaction is subject to several customary closing conditions, such as TSX approval. Final closing of this deal is expected before December 31, 2021 , in Calgary, Canada , but may be extended to January 31, 2022 , if time requires.
About KPrime
Established in 1997 by the late Richard Tymko and Kham Lin , KPrime is headquartered in Calgary with an office in Phoenix Arizona , and employs 40 people. KPrime Technologies is a vibrant company whose priority with all our activities is customer satisfaction. KPrime is a contract sales and service organization that brings value to the partners it represents by enhancing their sales and service coverage in addition to the funding for equipment leasing. Partners have included Agilent Technologies, Elementar, VMI Security, Evolv Technology and Leidos. KPrime is an authorized sales and a strategic service provider for its partners in various geographies across North America . While historically focused on laboratory instrumentation, supplies and services, KPrime has also expanded into the security market, with several new partnerships in this growing area. Both of the company's locations include a laboratory, bench repair centre, demo area and training facility. KPrime's website is https://www.kprime.net .
About Nanalysis Scientific Corp. ( TSXV:NSCI , OTCQX:NSCIF, FRA:1N1)
Nanalysis trades on the TSX Venture Exchange (TSXV) in Canada with ticker symbol 'NSCI', OTC and the Frankfurt exchange under the ticker symbol '1N1'. The company's business is what we term "MRI and NMR for industry". The company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The company has followed-up that initial offering with new products and continues to have a strong innovation pipeline. Nanalysis recently announced that it has begun selling a 100MHz device in 2020. The Company's new device will be the most powerful and most advanced compact NMR device ever brought to market.
Nanalysis devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The company continues to exploit new global market opportunities independently and with partners.
Notice regarding Forward Looking Statements and Legal Disclaimer
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipate", "continue", "estimate", "expect", "may", "would" occur. Forward looking statements in this news release includes but is not limited to statements and phrases such as " we are chasing some very large contracts, and this deal optimizes our chances of landing new business opportunities" ". These statements are only predictions of what we believe might happen. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nanalysis Scientific Corp.
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