Sigma Additive Solutions Announces LOIs to Acquire Travel Technology Innovator NextTrip and Sell Assets of Quality Assurance Software to Strategic Buyer
2023年9月7日 - 9:31PM
ビジネスワイヤ(英語)
Sigma Additive Solutions, Inc. (NASDAQ:SASI) ("Sigma", "we,"
"our," or the "Company"), a leading provider of quality assurance
software to the commercial 3D printing industry, and NextTrip
Holdings, Inc., a travel technology company based in Sunrise,
Florida (“NextTrip”), today announced the signing of a non-binding
letter of intent (the “LOI”) for Sigma’s acquisition of 100% of the
capital stock of NextTrip in exchange for shares of Sigma common
stock constituting 19.99% of its outstanding common stock plus
additional shares of Sigma common stock upon the achievement of
post-closing milestone earnouts tied to the business performance of
NextTrip. The parties have agreed to value Sigma shares for this
purpose at $0.40 per share, giving the total transaction a starting
valuation of approximately $48 million if all milestones are
earned. The transaction, which will be subject to the negotiation
and execution of a definitive agreement, will provide the
opportunity for NextTrip to become a publicly traded company on
Nasdaq. Separately, Sigma announced the signing of a non-binding
letter of intent (LOI) to sell intellectual property assets related
to its additive quality assurance product to a strategic buyer. The
combination of the acquisition and sale of assets is targeted to
maximize shareholder value.
NextTrip is an innovative travel technology company that
specializes in using proprietary technology, analytics, and
strategic partnerships to provide specialized travel solutions in
leisure, wellness, and business travel.
- NextTrip recently completed the acquisition and integration of
a scalable travel booking engine that, prior to the COVID-19
pandemic, had a 6 million + legacy customer database and generated
over $400 million in bookings in 2019. The parties expect that the
booking engine acquisition will act as a significant accelerator to
the company’s business.
- NextTrip has assembled a new management team that brings deep
experience across key areas of the travel industry including online
travel distribution, wholesale distribution and travel technology.
The team’s strong relationships and industry experience serve as a
catalyst for positioning NextTrip as a significant player in the
travel space.
- In 2023 NextTrip has established more than 200 direct
relationships with blue-chip travel organizations, as well as major
industry suppliers for air, hotel and other travel and
travel-related services to ensure robust products and an offering
of more than 2 million hotels worldwide.
- NextTrip management believes this transaction will be
transformational since, as a public company, NextTrip is expected
to have access to additional sources of capital on more favorable
terms to fund strategic growth initiatives, as well as the ability
to tap into adjacent markets and more efficiently scale existing
operations.
- Existing Sigma shareholders and other equity holders will
retain their equity interests in Sigma, which, if all business
milestones of NextTrip are met, are expected to constitute a
single-digit percentage of Sigma’s fully diluted equity.
- Following a period of strategic realignment which is tied to
certain NextTrip business objectives, NextTrip's potential future
initiatives will be focused on driving the company's renewed growth
agenda, exploring strategic M&A to drive revenue synergies
through the expansion of product and travel consumer offerings, and
continuing to invest in the development of innovative technologies
to connect travel customers for discovery and booking domestic and
international destinations.
- At closing, NextTrip CEO William Kerby is expected to become
CEO of the publicly traded company and NextTrip will have the right
to appoint a seat to the board.
- Sigma’s existing board will be retained during the realignment
period with NextTrip earning the right to designate additional
board members and officers upon reaching business milestones.
Management Comments
Jacob Brunsberg, President and Chief Executive Officer of Sigma,
stated, “With our focus on increasing shareholder value as we
explored a variety of strategic alternatives, we believe a
transaction with NextTrip provides a significant opportunity to
participate in a leading travel brand with an array of product
offerings and concierge services. The transaction would imply a
solid valuation for Sigma and good positioning in public markets.
As well, we have a clear path to add value from the sale of Sigma’s
current assets in the business of process monitoring with our
signed letter of intent from a strategic buyer to acquire the
assets.
“NextTrip’s recently acquired scalable booking engine and
platform offers numerous proprietary booking solutions allowing
travelers to customize itineraries to meet their needs. We believe
NextTrip’s leadership team is addressing a clear underserved demand
for a differentiated and tailor-made approach in the online travel
space. Our ambition is to allow NextTrip the ability to amplify its
growth plans and expand its reach into new markets for the benefit
of Sigma equity holders, while tying the issuance of additional
equity to clear business objectives for NextTrip,” concluded
Brunsberg.
Lyndsey North, President of NextTrip, commented, “The
transaction with Sigma will establish a partnership and path
forward to accelerate growth. As NextTrip continues to roll out key
technology developments and grow our footprint in the travel space,
we believe the relationship with Sigma will bring additional
leverage and momentum. The efforts of the NextTrip team to drive
the business forward have established the brand and positioned it
to be a disruptive force in the industry. We look forward to
continued growth and product development. NextTrip’s commitment to
customer service, our deep supplier relationships and proprietary
technology uniquely position us for a strong trajectory across
multiple segments of the travel market.”
Key Transaction Highlights
- The transactions are expected to be completed in the fourth
quarter of 2023, subject to the negotiation and execution of the
definitive acquisition agreement, regulatory and shareholder
approvals and other customary closing conditions. In connection
with the transactions, Sigma is expected to change its name to
NextTrip, Inc. and to be listed on Nasdaq under a new trading
symbol reflecting the NextTrip name.
- Until the NextTrip transaction closes, Sigma Additive Solutions
and NextTrip will remain separate, independent companies and will
continue to operate as such.
- Lake Street Capital Markets is acting as exclusive financial
advisor to Sigma.
About NextTrip:
NextTrip is a technology-driven platform delivering innovative
solutions for business and leisure travel. NextTrip Leisure
provides individual and group travelers with vacations to the most
popular and sought-after destinations in Mexico, the Caribbean and
across the world. NextTrip Business is an online corporate travel
and expense management solution with a large inventory of travel
options and discounted rates. NextTrip Solutions offers travel
technologies that make the jobs of alternative lodging property
managers, wholesalers, distributors and other travel industry
players easier and more efficient. For more information and to book
a trip, visit www.NextTrip.com.
About Sigma Additive Solutions
Sigma Additive Solutions, Inc. is a leading provider of
in-process quality assurance (IPQA™) solutions to the additive
manufacturing industry. Sigma specializes in the development and
commercialization of real-time monitoring and analytics known as
PrintRite3D® for 3D metal and polymer advanced manufacturing
technologies. PrintRite3D detects and classifies defects and
anomalies real-time during the manufacturing process, enabling
significant cost-savings and production efficiencies by reducing
waste, increasing yield, and shortening cycle times. Sigma believes
its software solutions may be a major catalyst for the acceleration
and adoption of industrial 3D printing.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended (which Sections were adopted as part of the Private
Securities Litigation Reform Act of 1995). Statements preceded by,
followed by or that otherwise include the words "believe,"
"anticipate," "estimate," "expect," "intend," "plan," "project,"
"prospects," "outlook," and similar words or expressions, or future
or conditional verbs such as "will," "should," "would," "may," and
"could" are generally forward-looking in nature and not historical
facts. These forward-looking statements involve known and unknown
risks, uncertainties and other factors. Among the important factors
that could cause actual results to differ materially from those
indicated by such forward-looking statements are risks relating to,
among other things, Sigma’s ability to successfully negotiate a
definitive acquisition agreement with NextTrip and the prospective
purchase of its intellectual property assets, obtaining shareholder
approval of the NextTrip transaction, and other conditions to
completion of the acquisition, and complete the acquisition and any
related transactions, and, failing that, to satisfy its capital
needs through increasing its revenue and obtaining additional
financing or implement an possible alternative strategic
transaction. Sigma disclaims any intention to, and undertakes no
obligation to, revise any forward-looking statements, whether as a
result of new information, a future event, or otherwise. For
additional risks and uncertainties that could impact Sigma’s
forward-looking statements, please see disclosures contained in
Sigma's public filings with the SEC, including the "Risk Factors"
in Sigma's most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q, and which may be viewed at www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20230907707314/en/
Sigma Additive Solutions Contact Chris Tyson Executive
Vice President MZ Group - MZ North America 949-491-8235
SASI@mzgroup.us www.mzgroup.us
Sigma Additive Solutions (NASDAQ:SASI)
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