Input Capital Corp. Enters Term Sheet to Acquire SRG Security Resource Group Inc.
REGINA, SK, Nov. 30, 2020 /CNW/ - Input Capital Corp. (TSXV: INP) (US: INPCF) ("Input" or the "Company") is pleased to announce that it has entered into a non-binding term sheet (the "Term Sheet") with SRG Security Resource Group Inc. ("SRG") outlining the principal terms and conditions on which Input would be prepared to purchase 100% of the common shares of SRG, a Canadian provider of cyber security and physical protective security services (the "Proposed Acquisition"). The Term Sheet has been accepted by SRG and a majority group of shareholders holding approximately 78% of the common shares of SRG. The Proposed Acquisition as contemplated by the Term Sheet remains subject to, among other conditions, the completion of due diligence to Input's satisfaction and the negotiation and execution of a definitive share purchase agreement, which is expected to contain customary covenants, representations, warranties, indemnities and closing conditions, including the approval of the TSX Venture Exchange.
Input will continue to operate its existing agriculture operations for the foreseeable future. The average remaining term of Input's streaming contracts with its many farm clients is 2-3 years. With canola prices nearing all-time highs, Input has an excellent opportunity to maximize the value of its assets as the Company repatriates capital from the agriculture sector over the remaining life of these contracts. This is expected to put Input in an excellent financial position to back SRG's anticipated growth strategy in the security sector.
"The SRG security platform represents a unique opportunity to acquire a 24-year-old, profitable, high-performing business that is extremely well-positioned for its next stage of growth," said Doug Emsley, Chairman & CEO of Input. "By marrying Input's very strong balance sheet to SRG's growth opportunities, we see an opportunity to create a thriving player in the cyber and physical security services business. SRG's founders have been in the security business since 1987. The entire SRG management team is expected to remain with the company."
There can be no assurance that the Proposed Acquisition will receive all required approvals, or be advanced on the terms indicated in the Term Sheet, or at all. Full details of the Proposed Acquisition will be made available once a definitive share purchase agreement has been executed.
Input is an agriculture commodity streaming company with a focus on canola, the largest and most profitable crop in Canadian agriculture. Since 2012, the Company has developed several flexible and competitive forms of financing which help western Canadian canola farmers solve working capital, mortgage finance and canola marketing challenges and improve the financial position of their farms. Under a streaming contract, Input has provided capital in exchange for a stream of canola via multi-year fixed-volume canola purchase contracts. As of May 2019, Input postponed capital deployment into new streaming contracts in light of canola trade uncertainties with China and the effect of this uncertainty on capital availability. For more information, please visit www.inputcapital.com.
Forward Looking Statements
This release includes forward-looking statements regarding Input and its business. Such statements are based on the current expectations and views of future events of Input's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Input, including risks regarding the agricultural industry, economic factors and the equity markets generally, an inability to negotiate and enter into the definitive share purchase agreement, the Company's inability to consummate the acquisition of SRG, non-satisfaction of the conditions to the Proposed Acquisition (including the approval of the TSX Venture Exchange and/or board approvals of the definitive agreement), risks and uncertainties relating to Input's and SRG's businesses, and many other factors beyond the control of Input (including the ongoing COVID-19 pandemic). No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Input undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Input Capital Corp.