Input Capital Corp. Completes Acquisition of SRG Security Resource Group Inc.
REGINA, SK, Feb. 1, 2021 /CNW/ - Input Capital Corp. (TSX Venture: INP) (US: INPCF) ("Input" or the "Company") is pleased to announce that it has completed the acquisition (the "Acquisition") of all of the common shares ("SRG Shares") of SRG Security Resource Group Inc. ("SRG") on the terms and subject to the conditions set out in the Share Purchase Agreement ("Purchase Agreement").
"We plan to put our very strong balance sheet to work backing the growth of SRG in the cyber and physical security business in Canada," said President & CEO Doug Emsley. "SRG is a well-established and profitable business with an experienced management team, and we look forward to enabling the growth of SRG organically and via acquisition in the months and years to come."
Pursuant to the Purchase Agreement, Input acquired all the SRG Shares for a total purchase price of approximately C$19,900,000 (the "Purchase Price"), as adjusted on a dollar-for-dollar basis for positive or negative net working capital of SRG. Half of the Purchase Price was satisfied by the issuance of 8,883,930 common shares of Input ("Input Shares") at a deemed value of C$1.12 per Input Share for an approximate total value of C$9,950,000. The remaining 50% of the Purchase Price was paid in cash. The full text of the Purchase Agreement may be found under Input's issuer profile at www.sedar.com.
The new Input Shares issued to SRG shareholders pursuant to the Acquisition are subject to a statutory hold period expiring 4 months and 1 day from the date of issuance. In addition, the SRG shareholders have agreed to lock-up terms in favour of the Company restricting their ability to transfer their Input Shares until the date that is 6 months following the closing of the Acquisition.
As previously announced, Input will continue to operate its existing agriculture operations in order to serve many farm clients who have 2-3 years left on their streaming contracts. With canola prices nearing all-time highs, Input believes that it 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 will grow Input's already excellent financial capacity to back SRG's anticipated growth strategy in the security sector.
Input is primarily an agriculture commodity streaming company providing several flexible and competitive forms of financing which help western Canadian farmers solve working capital, mortgage finance and canola marketing challenges and improve the financial position of their farms. On February 1, 2021, Input acquired SRG Security Resource Group Inc. as a platform for growth in the cyber and physical security business in Canada. For more information, please visit www.inputcapital.com.
SRG is a market-leading Canadian provider of world-class Cyber Security and physical Protective Security Services. Founded in 1996, most of SRG's employees are located in Western Canada, but solutions and services are provided to organizations across the country. SRG clients include federal and provincial governments, Crown corporations, and many high profile corporate and public sector clients such as hospitals, airports, utility companies and police forces. Previously privately-held, now operates as a wholly-owned subsidiary of Input. More information is available on SRG's website at https://securityresourcegroup.com.
Forward Looking Statements
This release includes forward-looking statements regarding Input, SRG and their respective businesses. Such statements are based on the current expectations and views of future events of Input's and SRG'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 and SRG, including risks regarding their respective industries, economic factors and the equity markets generally, uncertainties concerning the Company's or SRG's future plans and intentions with respect to their businesses, risks and uncertainties relating to Input's and SRG's businesses, and many other factors beyond the control of Input or SRG (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.