Merger of iQ Power Licensing AG into green technology company in USA

04.04.2018

 

  • Board of Directors approve offer for merger with green technology company Engenavis in USA
  • Investment of minimum USD 17 million into iQ Power Licensing for new business initatives at EUR 0,07 / share
  • USA company, Engenavis Inc., headed by Wall Street star investor George Weiss
  • Merged new company will be named iQ POWER Inc.
  • Listing on Frankfurt General Standard and NASDQ planned
  • Complete merger into USA company planned at EUR 0,108 / share equivalent
  • Deal contingent on voluntary share exchange, shareholder approval and due diligence

Zug, Switzerland, 04 April 2018 – iQ Power Licensing AG (ISIN: CH0268536338; WKN/Security Number: A14M1C; Symbol: IQL) a developer and marketer of technologies for environmentally friendly and technologically innovative starter batteries for motor vehicles and licenses in these technologies, announces the Board of Directors approve offer for merger with a green technology company in USA.

The merger partner is Engenavis Inc., Delaware, USA. Engenavis (ENG) is headed by star investor, George Weiss. The company features several start-up business units centering around environmentally-friendly technologies, including anti-idling fuel savings technology or mobile solar energy units. The technology section for no emission waste and used tyre recycling Toterra will be a subsidiary and a legally separate business unit.

The company has committed investment from a Wall Street institutional investor for USD 35 million or more, of which USD 17 million or more will be directly invested into iQ Power Licensing AG (IQP) for business expansion. The expansion plans shall be detailed in a separate report. The investment from the Wall Street institutional investor was based on a post-investment and post-merger valuation for Engenavis  of an estimated USD 120 million. iQ Power Licensing will be merged at a value of 38% of the new company, which will equal EUR 0,108 per share post-dilution.

Shareholders of IQP stock will be requested to sign share exchange agreements in advance of the upcoming extraordinary Shareholders’ Meeting (ESM) in late April. The exchange agreements will only go into effect at completion of the entire transaction. A 2/3 majority of ESM attendees and proxies will be required to approve creation of up to 260 million shares of share capital at EUR 0,07/share for the transaction. The transaction will take place as a private placement, limited to 10 subscribers including Engenavis, whereas Engenavis will take at least 200 million shares.

Following the transaction, the new company iQ POWER Inc. will apply to be listed as soon as possible in 2018 on the OTC in the USA and/or an OTC in Germany.  The listing on the Frankfurt General Standard and also on the NASDAQ exchange in the USA is planned for 2019. A possible listing in Singapore is being considered.

The shares of iQP will be de-listed around the same time as the new listing for iQ POWER Inc. comes into force. Shares not exchanged will continue to be valid, but cannot be traded on a public stock exchange thereafter. Following exchange of 90% of the old iQP shares into iQ POWER Inc., a 100% merger will be enacted.

In the next 60 days both companies will engage in a detailed examination, known as Due Diligence, of the other company. Following satisfactory conclusion of the Due Diligence and share exchange and shareholder approval, the agreement will be binding on all parties. In order to understrike the sincerity of the agreement, a USD 300.000 break-up fee for both parties has been agreed.

Bob Sullivan, CEO of iQ Power Licensing, states, “this is a once-in-a-lifetime opportunity for iQP and its shareholders. The bundling of new business opportunities and the enabling of new business drivers by a large investment will create a company that is an attractive investment vehicle for large international institutional investors. Having a broad and experienced management team and a well-known executive with a sterling track record for creating shareholder value will ensure the success of the merged company.”
 

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