Information on planned M&A process: Financing secured; new company structure

26.07.2018
  • New European holding company to become new majority shareholder in iQ Power
  • Change of plan necessary to achieve quick listing creates new timing for M&A process
  • The change of plan results in higher legal security, lower operating costs, less complexity and greater opportunities for revenue growth of iQ Power technologies
  • Financing of the new company structure is secured, awaiting necessary legal actions to implement change

Zug, Switzerland, 26 July 2018  –  iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and licensor of technologies for environmentally friendly and technologically innovative starter batteries for motor vehicles, announces an important information about the upcoming M&A of iQ Power Licensing AG.

Management of iQ Power Licensing has been informed by the expected new investor, Engenavis Inc., Delaware/USA, that a new structure for the M&A will be required in order to speed up the listing of the new company on the exchanges in Germany, including Frankfurt XETRA.

Individual shareholders of Engenavis Inc. will establish a new European holding company, likely to be named iQ Tech Limited (IQT) to be the new shareholder in iQ Power Licensing, instead of the US company, Engenavis Inc., as planned previously. This new development is the result of a very long process to achieve a quick listing for all shareholders. The breakthrough occurred only yesterday following confirmation from US tax and legal experts regarding the possibility of the new corporate structure.

Although a financing from a US-based fund is available, the investment must wait until the legal issues are settled for the new holding company. This may take several weeks. During this time, additional competitive offers for financing will be entertained, in order to achieve the best result for the new company.

It has proven very difficult to achieve a listing for the US company in Germany due to the complexities of US securities regulations and tax laws. The new European company, most likely to be located in the Republic of Ireland, will not face such difficulties. The new structure reduces the complexity of dealing with a US company and enjoys the benefits of EU law. In the last 2 years, the US legal and political environment has become less predictable and subject to rapid, unexpected and bewildering regulatory changes.

Besides the shares purchased from iQ Power Licensing AG, the new holding company (IQT) will own the rights for international sales for the Waste Recovery System (WRS) technology and the Mobile Energy Storage units (HIVE). Engenavis Inc. will retain the rights for the N4 KinetiCharger anti-idling equipment and related technologies as well as the Waste Recovery System sales for the area of North America. The separation will greatly reduce management complexity and overhead costs. IQT will have less diverse technologies. Therefore, the more focused company, IQT,  will have easier access to financing for new exciting projects now in discussion utilizing iQ Power technology.

Creating the new structure means that the current deadline for the share purchase of July.26th, 2018 is no longer relevant. Cancellation of the existing share exchange agreements will occur simultaneously to signing new share exchange agreements for the new holding company iQ Tech (IQT).

Following the establishment of IQT, the same deal as envisaged in April 2018 will take place:

  • The Board of Directors of iQ Power Licensing will be asked to approve a similar investment contract as approved in April.
  • Shareholders of iQ Power Licensing will be asked to conclude new voluntary share exchange agreements with the new holding company IQT. 
  • A capital increase will be requested for approval at the Annual Shareholders’ Meeting of iQ Power Licensing, which will be held as soon as all legal matters can be organized.

Following the share purchase and capital investment, the new holding company iQT, will apply to be listed on the German regulated market as soon as possible and execute the share exchange agreements. A listing on the regulated market will allow trading also on the Frankfurt electronic exchange, XETRA. Following acceptance on the German regulated market, the Board of Directors of IQPL will resolve to de-list IQPL and shareholders can exchange shares for IQT soon as possible thereafter, a listing on the NASDAQ stock exchange and a major Asian stock exchange is currently planned.

About the iQ Power Technology
Batteries with iQ Power technology are designed to generate better performance in Start-Stop applications and to meet the growing demands of electronic usage in vehicles today. It is the first significant innovation to the flooded starter battery in decades. Automatic mixing of electrolyte inside the battery by passive mixing elements ensures uniform acid density for higher sustained performance throughout the entire life of the battery, thus avoiding early loss of capacity (Ah) as usual with ordinary batteries. This prolongs plate life by eliminating acid stratification and thermal gradients, delivering greater material utilization for a lower cost per cycle over conventional batteries. The patented technology was awarded the coveted Automechanika innovation award 1st prize in 2010 and und became a first prize winner of the GreenTec Awards in 2017. – More under: www.iqpower.com/en