April 4, 2023 – Vancouver, Canada – Turnium Technology Group Inc. (TSX.V: TTGI) (“Turnium” or the “Company”), an industry leader in cloud-native software-defined wide area networking solutions (SD-WAN), announces that it has entered into a non-binding letter of intent (the “Non-Binding LOI”) with respect to a potential share purchase transaction (the “Potential Transaction”) with one of its publicly listed strategic partners. The final structure and terms of the Potential Transaction have not yet been finalized.
In order to assess the benefits of the Proposed Transaction, negotiate the final structure and terms of the Proposed Transaction and provide a determination to the Board of Directors of the Company with respect to the Proposed Transaction, a special committee comprising independent members of the Company’s Board of Directors (the “Special Committee”) has been formed. The Special Committee will retain Canaccord Genuity Group Inc. as financial advisors for the purpose of reviewing the Non-Binding LOI and providing advice as to the negotiation of the final valuation for the Proposed Transaction and the financial merits of the Potential Transaction to the stakeholders of the Company.
The indicative terms of the Non-Binding LOI contemplate that: (i) the Company’s shareholders and securityholders will complete a share exchange for shares in the strategic partner at an exchange ratio that has yet to be determined; and (ii) that the Company will at closing become a subsidiary of the strategic partner. It is anticipated that a financing will be undertaken in connection with the Potential Transaction, but the terms of such financing have not been determined and no broker has been engaged in connection with such potential financing.
The parties to the Non-Binding LOI will now embark upon a due diligence exercise and the Special Committee will undergo a process of negotiation and consideration of a definitive and binding purchase agreement. Further updates and particulars of the Transaction will be provided upon the Company and the strategic partner entering into the definitive and binding purchase agreement in connection with the Potential Transaction.
There can be no assurance that the execution by the Company of the Non-Binding LOI or the review and negotiation process by the Special Committee will result in the Potential Transaction or any transaction, but if the Potential Transaction is memorialized in a definitive and binding purchase agreement, the Company currently anticipates closing such transaction before the end of the third quarter of 2023.
About Turnium Technology Group Inc.
Turnium Technology Group Inc. delivers its SD-WAN solution as a white label, containerized, disaggregated software platform that OEM channel partners host, manage, brand, and price. Turnium is also available to Resellers as a Turnium-branded managed service. Turnium SD-WAN solutions is sold through a channel partner program designed for Communications Service Providers, Internet and Managed Service Providers, System Integrators, and Value-Added Resellers.
SD-WAN is revolutionizing the networking and telecommunications industry by abstracting secure, high-speed networking and network control from underlying physical circuits. SD-WAN frees enterprises, small and medium businesses, cloud and managed services providers from the business and cost constraints imposed by traditional telecommunications companies.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This announcement contains “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements and information relate to future events and future performance and reflect the Company’s expectations regarding the impact of the Potential Transaction, the anticipated funding for the Potential Transaction, and the timing of the closing of the Potential Transaction. Forward-looking statements may be identified by words such as “seek”, “believe”, “plan”, “estimate”, “anticipate”, expect”, “intend”, and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and any other similar expressions.
Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the statements made. Factors that could cause or contribute to such differences include, but are not limited to, the timing and possible outcome of securityholder, regulatory and court approvals in connection with the Potential Transaction, the possibility that the Potential Transaction may not close, the reaction to the Potential Transaction of the Company’s customers and business partners, the reaction of competitors to the Potential Transaction, the retention of key Company employees, the strategic partner’s plans for the Company, economic and political conditions in the global markets in which the Company and the strategic partner operate, the future growth of the Company’s and the strategic partner’s businesses and the possibility that integration following the Potential Transaction may be more difficult than expected.
There are no assurances that the Company can fulfill forward-looking statements and information. Such forward-looking statements and information are only predictions based on current information available to the Company’s management team as of the date that such predictions are made; actual events or results may differ materially as a result of risks facing the Company and the strategic partner, some of which are beyond their control. Although the Company believes that any forward-looking statements and information contained in this press release are based on reasonable assumptions, readers cannot be assured that actual outcomes or results will be consistent with such statements. Accordingly, readers should not place undue reliance on forward-looking statements and information.
The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.