NEW YORK, NY - (NewMediaWire) - May 31, 2024 - ILUS International Inc. (OTC: ILUS) is a mergers and acquisitions company focused on acquiring and growing businesses in the public safety and industrial sectors. The company recently signed a binding term sheet with Actelis Networks, Inc. (NASDAQ: ASNS) for ASNS to acquire its 61% stake in the ILUS Industrial subsidiary, Quality Industrial Corp (OTC: QIND), subject to customary terms for closing.
At the closing, Actelis will issue to the sellers 19.99% of its common stock and preferred non-voting shares for the balance of the consideration. The companies aim to close the transaction, pending regulatory requirements and due diligence, within 60 days. The preferred shares shall not be convertible to common stock before six months after the closing or until a registration statement is effective, whichever occurs sooner. The exact number of shares of the Company to be issued to the sellers will be based on a ratio of valuations of ASNS and QIND to be determined between the parties before closing.
After the transaction is completed, QIND will operate as the industrial subsidiary of ASNS, working alongside Actelis Networks, Inc. (Actelis), which will function as the technology subsidiary of ASNS. ASNS will consolidate the financials of both of its subsidiaries.
ILUS CEO, Nicolas Link, stated, "We believe that the acquisition of our stake in QIND by Nasdaq-listed ASNS will accelerate the growth of our Industrial subsidiary as well as ILUS itself. Following the completion of the transaction, our resultant stake in ASNS should significantly enhance our ILUS balance sheet and provide an improved platform for us to raise additional capital for the expansion of QIND and to complete planned acquisitions. As a company, should we elect to convert our preferred non-voting ASNS shares when the option becomes available, we could become the largest ASNS shareholder. This transaction is aimed at being the first in a series of transactions intended for the growth of our businesses and to add substantial value for our Shareholders. Our unwavering goal has been to uplist our subsidiaries and enhance the growth of our businesses and this transaction represents a constructive first step towards reaching that important milestone."
Actelis is a leading provider of cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications. Their solutions cater to various sectors including federal, state and local government, ITS, military, utility, rail, telecom, and campus applications. Actelis offers a unique portfolio of hybrid fiber, environmentally hardened aggregation switches, high-density Ethernet devices, advanced management software, and cyber-protection capabilities. Their solutions aim to maximize the potential of essential networks, providing secure and cost-effective connectivity for rapid deployment.
QIND is a manufacturer and service provider for the industrial, oil and gas, and utility sectors. The company is involved in the design, consultation, supply, installation, and maintenance of liquefied petroleum gas (LPG) systems. Currently, the company services nearly 40,000 customers from its 7 operating facilities in the United Arab Emirates, employing nearly 100 personnel. QIND is an internationally certified company that provides services to customers such as Emirates Airlines, Emaar, Government of Dubai, Dubai Properties, WASL Group, and others.
ILUS and QIND are confident that teaming up with Actelis will open up new group expansion opportunities. QIND can leverage Actelis' advanced technology and smart-grid solutions to deliver remote monitoring, automated delivery, and billing, as well as real-time forecasting and supply chain optimization. Additionally, Actelis is expanding its business into new geographical regions with applications in new, critical verticals such as energy, utilities, and public safety.
Actelis is also exploring additional synergies with ILUS' public safety subsidiary, Emergency Response Technologies Inc. ("ERT") (OTC: SAML), although ERT is not part of the current transaction. ERT specializes in designing, manufacturing, and supplying patented firefighting technologies and various solutions for the public safety sector.
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Certain information set forth in this press release contains "forward-looking information", including "future-oriented financial information" and "financial outlook", under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company's business, projects, and joint ventures; (iv) execution of the Company's vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company's projects; (vi) completion of the Company's projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company's current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The Securities and Exchange Commission ("SEC") has provided guidance to issuers regarding the use of social media to disclose material non-public information. In this regard, investors and others should note that we announce material financial information via official Press Releases, in addition to SEC filings, press releases, Questions & Answers sessions, public conference calls and webcasts also may take time from time to time. We use these channels as well as social media to communicate with the public about our company, our services, and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, considering the SEC's guidance, we encourage investors, the media, and others interested in our company to review the information we post on the following social & media channels:
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