TORONTO, ONTARIO--(Marketwired - Nov. 25, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Big Data Analytics company, AnalytixInsight Inc. (TSX VENTURE:ALY) (the "Company" or "AnalytixInsight") is pleased to announce it has entered into a definitive agreement to acquire certain assets of Euclides Technologies, Inc. ("Euclides") relating to Euclides' field service management integration and implementation business (the "Euclides Transaction"). The Company is also pleased to announce that it has entered into a definitive agreement to make a strategic investment in Fixify Ltd., a SaaS field service optimization company (the "Fixify Transaction"). AnalytixInsight expects that the completion of these transactions will enable the Company to become highly competitive in the growing field service management ("FSM") industry.
Euclides is an expert Systems Integrator and consulting partner for field service management solutions. Euclides is headquartered in Cambridge, MA with a presence in Tel Aviv, Israel, London, UK, and Melbourne, Australia. Euclides has an 11 year operating history and annual revenues of approximately USD$4 million (approx. CAD$5.4 million). Euclides' revenues for the nine month period ending September 30, 2016 were approximately USD$2.9 million with an order backlog of approximately USD$2.4 million. Euclides' customers range in size and industry with the majority being water, gas, electric utilities, telecommunication, security, insurance, retail, and manufacturing organizations. The Euclides team has decades of combined experience in developing, implementing, and consulting tailored FSM solutions for large global corporations, with touch points to over 100,000 field service personnel. Euclides is an implementation partner for FSM industry leaders.
Fixify is a SaaS field service management software provider for organizations with approximately 50-250 field employees. Fixify offers enterprise level functionality with optimized scheduling and mobility alongside pre-built adapters with Microsoft Dynamics CRM and Salesforce to allow companies of this workforce size to implement a cost-effective service management solution. Fixify launched its commercial product offering in January 2015.
Strategic Rationale
AnalytixInsight's machine learning platform and artificial intelligence capabilities are well suited to serve today's analytics and scheduling requirements within the FSM industry. The FSM industry is a growth industry which is projected to double in size by 2020 (according to MarketsandMarkets, an industry research firm). The FSM industry is being shaped by trends such as the Internet-of-Things, which generates data, and workflow analytics tools which can deliver predictive analytics, enhanced auto-scheduling, improved work order management and skills-based dispatching.
The acquisition is expected to be accretive to AnalytixInsight's shareholders considering the current revenue run rate and order backlog of Euclides.
Management Commentary
Prakash Hariharan, President & CEO of AnalytixInsight, commented: "The Euclides acquisition and Fixify investment is a strategic entry for us into workflow analytics, where we believe there are many opportunities to implement our big data analytics capabilities. These transactions are financially accretive to our shareholders and we believe our combined teams will create compelling new revenue streams within this evolving industry."
Adi Hod, CEO of Euclides, commented: "We are excited to have our team join AnalytixInsight. Our FSM clients have a strong interest in big-data analytics as a way to quantify FSM related data now collected using today's technology. Today, clients collect data not only on the vehicle location, but also on such factors as speed, traffic-based ETA, employee efficiency and skills-based scheduling - all factors that allow better workforce utilization within their organizations. AnalytixInsight is a natural fit for us to develop analytics solutions for our customers, and their interest in analytics is very high."
Euclides Transaction
Pursuant to an asset purchase agreement dated November 24, 2016 between AnalytixInsight, Euclides and the shareholders of Euclides (the "Euclides Agreement"), AnalytixInsight has agreed to acquire certain assets of Euclides relating to Euclides' field service management integration and implementation business (the "Euclides Assets").
Pursuant to the terms of the Euclides Agreement, AnalytixInsight will:
- on the closing date of the Euclides Transaction, pay USD$200,000 in cash to Euclides;
- on the closing date of the Euclides Transaction, issue to Euclides such number of common shares of AnalytixInsight equal to USD$800,000 divided by the volume weighted average price per common share of AnalytixInsight on the TSX Venture Exchange during the 20 trading days ending on November 23, 2016; and
- on such date after the closing date of the Euclides Transaction (the "Milestone Date") that, on a cumulative basis, (i) the billed revenues during fiscal 2016 from the Euclides Assets; and (ii) the order backlog, exceed USD$4 million, issue to Euclides such number of AnaltyixInsight common share purchase warrants (the "Warrants") equal to USD$500,000 divided by the volume weighted average price per common share of AnalytixInsight on the TSX Venture Exchange during the 20 trading days ending on the date preceding the Milestone Date (the "Milestone Price"). Each Warrant will be exercisable by the holder for one common share of AnalytixInsight at an exercise price equal to the Milestone Price. The Warrants will have a term of three years commencing on the Milestone Date.
All of the securities issued by the Company pursuant to the Euclides Transaction will be subject to a lock-up agreement pursuant to which: (i) the holders shall be restricted from selling or transferring such securities during the 12 months after their issuance (the "Lock-Up Period"), and (ii) after such 12 month period, the holder shall be required to provide the Company with 60 days' prior written notice before selling or transferring such securities. The 60 day prior written notice period can be satisfied during the Lock-Up Period.
The Euclides Agreement remains subject to certain customary closing conditions, including the approval of the TSX Venture Exchange, as well as Euclides obtaining consent from at least 80% of the active customers of Euclides.
The Euclides Transaction is an arm's length transaction and AnalytixInsight is not assuming any long term debt in connection therewith. AnalytixInsight is not paying any finder's fees in connection with the Euclides Transaction.
Fixify Transaction
Pursuant to a share purchase agreement dated November 24, 2016 between AnalytixInsight, Fixify and the shareholders of Fixify (the "Fixify Agreement"), AnalytixInsight has agreed to (i) acquire 20% of the issued and outstanding ordinary shares of Fixify; and (ii) pay USD$1.0 million to Fixify for working capital purposes, on closing of the Fixify Transaction. At closing, the parties expect to enter into a reseller agreement pursuant to which the Company will receive 40% of the Fixify revenues related to the resale of Fixify products and co-developed analytics product offerings.
The Fixify Transaction may close up to 90 days following the closing of the Euclides Transaction and the Fixify Agreement includes a mutual break fee of USD$100,000 if the Fixify Transaction does not close in certain circumstances. The Fixify Agreement remains subject to certain customary closing conditions, including the approval of the TSX Venture Exchange, as well as the completion of the Euclides Transaction.
The Fixify Transaction is an arm's length transaction and AnalytixInsight is not assuming any long term debt in connection therewith. No new Control Person (as defined by policies of the TSX Venture Exchange) will be created as a result of the transactions disclosed herein. AnalytixInsight is not paying any finder's fees in connection with the Fixify Transaction.
Financial Information Summary
| Income Statement $ (millions) |
Euclides (USD, unaudited) |
AnalytixInsight (CAD, unaudited) |
Pro-Forma (CAD, unaudited) (USD/CAD exchange rate: 1.34) |
| Nine months ended Sept 30, 2016 | Nine months ended Sept 30, 2016 | Nine months ended Sept 30, 2016 | |
| Revenue | 2.9 | 1.8 | 5.7 |
| Gross profit | 2.9 | 0.8 | 4.7 |
| Expenses | 2.2 | 2.2 | 5.1 |
| Net Operating Profit (Loss) | 0.7 | (1.4) | (0.4) |
Euclides annual revenue history (unaudited): 2015: USD$3.9 million; 2014: USD$5.5 million; 2013: USD$4.0 million.
The financial information presented is for illustrative use only. The Euclides financial summary is based on management prepared information which has been adjusted to account for currency exchange and related company transactions.
Please refer to the Company's unaudited condensed interim consolidated financial statements and corresponding management's discussion and analysis under the Company's profile at www.sedar.com.
On behalf of the Board of Directors of
ANALYTIXINSIGHT INC.
Prakash Hariharan, President & CEO and Chairman
ABOUT ANALYTIXINSIGHT INC.
AnalytixInsight Inc.'s technology platform helps transform data into narratives. The Company's online portal CapitalCube (www.capitalcube.com) and mobile platform MarketWall (www.marketwall.com) provide high-quality financial research and content for investors, information providers, finance portals and media. The Company's disruptive technology algorithmically analyzes market price data and regulatory filings to create insightful, actionable narratives and research on approximately 50,000 global companies and ETFs - all available as a cloud-based, SaaS offering. This platform capability is extensible to other asset classes and sectors to generate insightful research reports.
CapitalCube and MarketWall have existing business relationships with leading global financial and media institutions. For more information about AnalytixInsight visit www.analytixinsight.com.
Regulatory Statements
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding each of the Euclides Transaction and the Fixify Transaction, the business and/or assets of Euclides and Fixify, the FSM industry, the ability of the Company and Fixify to enter into a reseller agreement, the ability of the parties to complete the Euclides Transaction and the Fixify Transaction, the expected benefits of each of the Euclides Transaction and Fixify Transaction, the financial information of Euclides and associated pro-forma financial information and the Company's business. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of AnalytixInsight Inc., as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the Company's technology and revenue generation; risks associated with operation in the technology sector; ability to successfully integrate new technology and employees; foreign operations risks; and other risks inherent in the technology industry. Although AnalytixInsight has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. AnalytixInsight does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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Contact Information:
Scott Koyich
+1.403.262.9888