April 13, 2020 – Vancouver, British Columbia – Carl Data Solutions Inc. (CSE: CRL, OTCQB: CDTAF, FSE:7C5) (“Carl Data” or “Carl”), is pleased to announce on March 31, 2020 it signed a letter of intent (“LOI”) to acquire Infocube Technology Ltd. (“Infocube”), an innovative integrated data centre (“IDC”) technology company providing enterprise solutions related to cloud computing, Internet of Things (“IoT”) solutions, geographic imaging and modelling and network technologies.
The acquisition includes all current hardware and software technology contracts in addition to any projects under negotiation. The company achieved USD $2.86 million in gross revenue in F2018, including USD $1.1 million in annual re-occurring revenue for total earnings before interest, taxes and amortization of USD $180,000. Infocube provides services to several prominent international companies through partnerships with HGC Global and EnvoyVC Cloud Group. Infocube wishes to build on this success and accelerate its growth through being strategically acquired by a public company.
Infocube runs data centers catering to a diverse customer base. The company has invested in Industrial Internet of Things (“IIoT”) and smart city technology that is complimentary to Carl’s suite of IIoT products and services. Infocube’s key partnerships and affiliations with hardware manufacturers located in mainland China can be used to provide many of the devices needed for projects Carl currently has underway or is interested in pursuing.
“This is an exciting opportunity for Carl to extend its products and services to Infocube’s mainly Asian clients with the help of its CEO, Jacky Zhang along with Infocube’s proactive investors. In turn, Carl can provide strong support in promoting infocube’s products and services to assist Carl’s mainly North American customers with more comprehensive solutions. Carl is focused on expanding into Asia to participate in the numerous infrastructure development projects that are integrating smart devices and advanced analytics consistent with today’s data driven economy,” said Greg Johnston, President & CEO of Carl Data Solutions Inc.
“Additionally, Carl has been seeking to partner with a company that has access to a high quality, reputable partners to deliver components required for our IIoT projects. Infocube can assist in establishing a supply chain to expedite the growth of Carl’s end to end IIoT solutions,” continued Johnston.
“We see strong expansion for our company in the areas of Smart Cities and Smart City technology. Partnering with Carl is an excellent opportunity for Infocube to rapidly expand the business in this area,” said Jacky Zhang, President & CEO of Infocube Technology Ltd.
The proposed deal is a share exchange where Carl will issue 1.25 million common shares to the current shareholders of Infocube (the “Vendors”) in exchange for 100% of Infocube’s issued and outstanding shares. There are also two incentive/performance clauses to the deal where on the third anniversary of the closing of the transaction:
- If at the third anniversary, Infocube’s EBITDA in its most recently completed fiscal year is greater than CDN$375,000, Carl will issue additional common shares to the Vendors equal to 3 times the amount calculated as the EBITDA minus CDN$375,000 divided by its Share Price as defined below; and
- In addition to this, if at the third anniversary, Infocube’s EBITDA in its most recently completed fiscal year is greater than CDN$2,000,000, Carl will issue additional common shares to the Vendors equal to 4 times the amount calculated as the EBITDA minus CDN$2,000,000 divided by its Share Price as defined below.
Share Price will be determined by calculating the average 15 day closing price for Carl’s common shares as traded on the Canadian Securities Exchange for the period leading up to the third anniversary. The terms are subject to a satisfactory outcome of the due diligence process now underway by both companies.
About Carl Data Solutions
Carl Data Solutions Inc. is an Industrial IoT (IIoT) and Big Data as a Service (BDaaS) company that provides next generation collection, storage and analytics solutions for data-centric organizations. Carl, through its subsidiaries, Astra Smart Systems Inc. and FlowWorks Inc., helps clients analyze and model environmental data through a powerful end-to-end network of custom sensor arrays combined with SaaS based monitoring, reporting, and predictive modelling applications.
Carl Data works with new cloud-based mass storage services and machine learning and artificial intelligence analytical tools to provide the scalability required to effectively monitor very large amounts of data collected by both government and industry. The software suite saves clients time and money by aggregating information from any sensor or source to create a real-time decision support system with deep insights into how to protect infrastructure and assets. More information can be found at www.CarlSolutions.com.
Infocube seeks to be a disruptive IDC technology company by providing unique technological solutions custimized to suit the needs of today's data driven economy. Infocube customers include both SME’s and large institutional clients, providing specialized custom enterprise solutions with its innovative use of today's leading technology.
Infocube has established many strategic relationships with global enterprises. Specifically, large data centers in North America, Asia and Australia and companies such as Equinix, Coresite, Cologix and Cogent Communications. Infocube also has established partnerships with advanced hardware corporations such as Huawei, Cisco, Dell and Lenovo.
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