MIGDAL HA'EMEK, Israel,
Feb. 13, 2017 /PRNewswire/ -- PV
Nano Cell Ltd. (OTCQB: PVNNF), an innovative producer of
single-crystal, metal nanometric based conductive digital inks,
announced today that the Company signed an LOI to acquire all of
the outstanding shares of DigiFlex Ltd., which develops,
manufactures and distributes the DigiFlex Flexojet inkjet-based
printing system, in an all-stock transaction valued at
approximately $10 million.
"We have entered into this transaction because of the synergies
between DigiFlex and PV Nano Cell, which we hope will generate
significant global sales opportunities for both our product lines
and create near and long-term value for our shareholders.
Specifically, DigiFlex offers PV Nano Cell a number of key printer
technologies and inks that will allow us to implement a
comprehensive 'Complete Solution Approach' for our customers. As a
result, we will have the unique ability to support Additive Digital
design, prototyping and mass production of electronic devices, such
as PCBs, all in one. We believe this approach will be very
attractive to customers, especially when coupling it with our
cost-efficient and mass production compatible line of Sicrys™
silver and copper conductive inks," said Dr. Fernando de la Vega, CEO of PV Nano Cell. "We
are honored that DigiFlex's investors have chosen to join us and we
welcome them as shareholders in PV Nano Cell."
"The acquisition of DigiFlex will support a strategy to go to
market with a printer system that has been praised industry wide.
The efficiency, accuracy, narrow patterning and multi-ink,
multi-layer capabilities of the DigiFlex FlexoJet is an attractive
solution for design, prototyping and small batches production of
electronic devices. These capabilities can be directly transferred
to mass production printers that are part of PV Nano Cell's
customer focused 'complete solution' approach," continued Dr. de la
Vega.
"We are excited to leverage DigiFlex's digital printing
technology platform – printers and polymer based inks, to expand
Sicrys™ conductive inks based 'complete solution', which will
provide us with the opportunity for a recurring revenue stream. As
a combined entity, and subject to adequate financing, we are
positioned to become a leading enabler of the commercial digital
printing of electronics in the market. Having worked with a number
of the leading conductive ink manufacturers in the market, I can
say that Sicrys™ offers the most effective conductive silver ink
available and at a price that is unbeatable for customers today. In
addition, we believe that the introduction of Sicrys™ copper ink is
going to help revolutionize the industry, as the affordability
of these types of conductive inks opens up our products to much of
the printed electronics market," stated Mr. Dan Vilenski, DigiFlex Chairman of the
board.
Under the terms of the agreement, DigiFlex shareholders will
receive one share of PV Nano Cell common stock for each two shares
of DigiFlex common stock they hold. At the completion of the
transaction, DigiFlex shareholders will own approximately 33.3% of
the combined company. The transaction is conditioned on the
successful completion of the ongoing due diligence process and the
completion of definitive agreements. A $2.7 million investment from existing and new
investors is a condition to closing. In addition, the LOI includes
a timeline of four to six weeks to complete the acquisition and the
share swap, allowing the combined company to commence
implementation of both technologies into a market-ready
solution.
PV Nano Cell will maintain DigiFlex as a wholly-owned subsidiary
that will oversee development, manufacturing and distribution of
the DigiFlex Flexojet printing systems. PV Nano Cell CEO, Dr.
Fernando de la Vega will lead the
process of efficiently joining the two companies into one
integrated organization. Both PV Nano Cell and DigiFlex will
continue to be based in Israel. In
addition, under the LOI, Mr. Kenneth
Levy, a founding investor in DigiFlex may appoint a director
to PV Nano Cell's Board of Directors.
About Digiflex
Founded in 2008, led by its Chairman
Mr. Dan Vilenski, founder of Applied
Materials Israel (part of Applied Materials NASDAQ: AMAT) and KLA
Israel (part of KLA-Tencor NASDAQ: KLAC), DigiFlex has developed
the DigiFlex FlexoJet 1725, a revolutionary inkjet-based
Computer-to-Plate ("CtP") solution for photopolymer flexographic,
letterpress, dry-offset, and silk screen printing technologies.
This unique system allows high quality, affordable analog plate
materials to be imaged digitally; producing superior results with
very low initial and ongoing costs. DigiFlex is operating globally
with distribution channels in Europe, North
America and the Far East.
About PV Nano Cell
PV Nano Cell has developed
innovative conductive inks for use in solar photovoltaics (PV) and
printed electronics (PE) applications. PV Nano Cell's Sicrys™ ink
family is a single-crystal, nanometric silver conductive ink
delivering enhanced performance. Sicrys™ is also available in
copper-based form, delivering all of the product's properties and
advantages with improved cost efficiency. Sicrys™ silver conductive
inks are used all over the world in a range of inkjet printing
applications, including photovoltaics, printed circuit boards,
antennas, sensors, touchscreens and other applications. For more
information, please visit PVNanoCell.com.
Forward–looking Statements
This press release contains
forward–looking statements. The words or phrases "would be," "will
allow," "intends to," "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward–looking
statements." All information set forth in this news release, except
historical and factual information, represents forward–looking
statements. This includes all statements about the Company's plans,
beliefs, estimates and expectations. These statements are based on
current estimates and projections, which involve certain risks and
uncertainties that could cause actual results to differ materially
from those in the forward–looking statements. These risks and
uncertainties include issues related to: rapidly changing
technology and evolving standards in the industries in which the
Company operates; the ability to obtain sufficient funding to
continue operations, maintain adequate cash flow, profitably
exploit new business, and sign new agreements. For a more detailed
description of the risks and uncertainties affecting PV Nano Cell,
reference is made to the Company's latest Annual Report on Form
20-F which is on file with the Securities and Exchange Commission
(SEC) and the other risk factors discussed from time to time by the
Company in reports filed with, or furnished to, the SEC. Except as
otherwise required by law, the Company undertakes no obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Investor Contacts:
Garth
Russell / Allison Soss
grussell@kcsa.com / asoss@kcsa.com
212-896-1250 / 212-896-1267
Media Contact:
Megan
Vandenbos
megan@antennagroup.com
201-465-8019
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SOURCE PV Nano Cell