EnerDynamic Hybrid Technologies Corp. Announces Withdrawal from EVIA Transaction
June 17, 2016 6:00 PM EDT | Source: Net Zero Renewable Energy Inc.
Toronto, Ontario--(Newsfile Corp. - June 17, 2016) - EnerDynamic Hybrid Technologies Corp. (TSXV: EHT) ("EHT" or the "Company") is providing an update on the previously announced EVIA Finance SARL ("Evia") transaction (the "Evia Transaction"), whereby EHT Luxembourg SARL ("EHT Lux"), a wholly owned subsidiary of the Company, would acquire all of the issued and outstanding shares of EVIA.
In July 2015 the Company entered a Share Purchase Agreement between Innovo Phoenix S.A.R.L. ("Innovo"), a corporation controlled by Mr. Roman 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 and the transaction closed upon fulfilment of certain conditions set forth in the SPA. As of this date those conditions remain outstanding and therefore the transaction is not yet finalized. In December 2015 EHT was 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 informed Innovo and Mr. Eder that the terms of the SPA were under review including the issuance of the 35,000,000 common shares in the Company. The prior owner subsequently has filed a claim against Innovo, Mr. Eder and certain other parties related to Mr. Eder in relation to the acquisition of EVIA Finance S.A.R.L. The prior owner claimed $4,220,111 (USD) which remained outstanding under the purchase agreement between the prior owner and Innovo and that the Company was liable for such amount, among other things, including breach of contract. The Company had agreed it would settle the claimed amount plus $675,000 (CAD) via the issuance of securities which if required to settle the dispute, would be offset against the shares to be issued under the terms of the agreement to purchase.
The Company has now advised Innovo and Mr. Eder that the proposed transaction has been cancelled for non-compliance with the terms and conditions of the SPA as well as matters related to the prior owner. The original cash deposits of $9,095,410 are expected to be returned and, if required, the Company will consider all available legal remedies across the jurisdictions related to the transaction to recover said amounts. No common shares were issued in connection with this proposed transaction. Mr. Eder was previously relieved for his role as CEO of the Company and will cease to be a director of the company following the next meeting of the shareholders.
"The Board is deeply disappointed in Mr. Eder's inability to conclude this transaction with the Company and the lack of transparency around those challenges. However, the process has re-enforced the market opportunity that Management identified itself prior to the contemplated Evia transactions." indicated Mr. Bruce Bent, Chair of the Company.
Mr. John Gamble, CEO of the Company stated that "EHT has advanced rapidly in its integration of its alternative energy systems into modular building applications and is commencing market launch in the current quarter. In late 2014, Management identified the need to provide a platform from which our advanced alternative energy solutions could be delivered. Low cost, modular, highly energy efficient and rapidly deployed building structures were identified as that ideal platform. Over the last 18 months EHT has been advancing its knowledge base while assessing and refining production capability and processes. Working within the intellectual property boundaries of good business, EHT has established its capacity and is poised to penetrate its long targeted market."
EHT has been researching and developing a variety of potential alternative energy and conservation products which it hopes to bring to market in the near term. An update on these opportunities will be provided in the near term.
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. The organization supplies advanced solutions for various industries in combination with energy saving and energy generation solutions. EHT's expertise includes the development of module structures with full integration of smart energy solutions. These are processed through EHT's production technologies into attractive applications: modular homes, cold storage facilities, schools, residential and commercial out buildings and emergency/temporary shelters.
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.
Cautionary Note Regarding Forward-looking Statements
This release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding (i) results of prospective legal proceedings or claims related to the EVIA Transaction, (ii) institution or commencement of proceedings or claims related to the EVIA Transaction, (iii) issuances of securities in connection with the EVIA Transaction, (iv) the return to the Company of any cash deposits made in respect of the EVIA Transaction, (v) prospective changes to the board of directors of the Company or any of its affiliates, (vi) prospective market opportunities for the Company, (vii) market launch new product offerings by the Company, (viii) penetration of modular building markets by the Company, (ix) establishment of potential alternative energy and conservation products by the Company, (x) expected operating results, such as revenue growth and earnings, (xi) our belief that we have sufficient liquidity to fund our business operations during the next financial year, (xii) expectations of the effect on our financial condition of claims, litigation, environmental costs, contingent liabilities and governmental and regulatory investigations and proceedings, (xiii) strategy for customer retention, growth, product development, market position, financial results and reserves, and (xiv) strategy for risk management.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets, (ii) volatility in the capital or credit markets, (iii) the adequacy of our cash flow and earnings, (iv) the level of demand and financial performance of the alternative energy industry, (v) strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses, (vi) the occurrence of hostilities, political instability or catastrophic events, (vii) changes in customer demand, (viii) the extent to which we are successful in gaining new long-term relationships with customers or retaining existing ones and the level of service failures that could lead customers to use competitors' services, (ix) the impact of the resolution of all matters pertaining to the EVIA Transaction, including any legal proceedings in connection therewith, (x) developments and changes in laws and regulations, including increased regulation of the alternative energy industry through legislative action and revised rules and standards, (xi) changes in the price of fuel and other key materials and disruptions in supply chains for these materials, (xii) closures or slowdowns and changes in labour costs and labour difficulties, including stoppages affecting either our operations or our suppliers' abilities to deliver goods to us for production, and (xiii) disruptions to our technology network including computer systems and software, as well as natural events such as severe weather, fires, floods and earthquakes or man-made or other disruptions of our operating systems, structures or equipment.
Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
John Gamble | Stephanie Thompson |
Director | Administrative Assistant |
(289) 488-1699 | (289) 488-1699 |
jgamble@ehthybrid.com | info@ehthybrid.com |
Company Website: www.ehthybrid.com | Company Website: www.ehthybrid.com |