Proposed Acquisition of US Digital Asset Management Business Pointerra Limited (ASX: 3DP) (“Pointerra”; “Company”) has signed a Non-Binding Term Sheet (“Term Sheet”) to acquire the business assets and undertakings (“Proposed Acquisition”) of US drone-based digital asset management business, Airovant, LLC (“Airovant”).
Key Transaction Terms The Proposed Acquisition is subject to the completion of further due diligence activities and the execution of a formal Business Purchase Agreement between Pointerra, Airovant and the four founders of Airovant. The Term Sheet contains the following key transaction terms:
1. Upon settlement, Pointerra will issue to Airovant ordinary shares in Pointerra to the value of US$1 million in exchange for acquiring the business assets and undertakings of Airovant. The number of shares to be issued to Airovant will be calculated based on the Closing Price of Pointerra shares at the date the Business Purchase Agreement between the two parties is executed.
2. Upon settlement, Pointerra will enter into Employment Agreements with the four Airovant founder employees. These Employment Agreements will include the issue of up to 2 million ordinary shares (or equivalent performance rights, or options over ordinary shares) in Pointerra Limited to each Airovant employee, with the shares vesting in three equal tranches of up to 666,667 shares (or equivalent equity instruments) over a three year period on the anniversary of 1, 2 and 3 years continuous employment with Pointerra.
3. Total purchase consideration will comprise US$1 million in ordinary shares in Pointerra (a portion of which will be voluntarily escrowed for a period of up to 12 months from the date of issue) issued at settlement and up to 8 million ordinary shares (or equivalent equity instruments) in Pointerra issued at settlement but vesting over the three year continuous employment period. Pointerra Limited | ABN 39 078 388 155 Registered Office: Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 |
E: info@pointerra.com 2 Pointerra Limited Transaction Rationale Pointerra’s US operation continues to drive growth in the Company’s customer base and is well positioned to leverage the rapid adoption of 3D digital asset management technology across the key market sectors of Mapping & Surveying; Architecture Engineering & Construction (“AEC”); Process and Non-Process Infrastructure Assets; Mining, Oil & Gas; Defense; Government and Insurance. The Company also expects to benefit from investment in domestic infrastructure by US local, state and federal government agencies as part of COVID-19 economic recovery and stimulus initiatives. In responding to these opportunities, Pointerra continues to seek out and employ high quality individuals across the development and sales teams to provide additional depth and scale in US operations.
Pointerra has been collaborating and working with Airovant to service mutual customers and prospects since the middle of calendar 2020 and during this time it became apparent to both organisations that there was a shared vision for growing subscription based digital asset management platforms (using both 2D and 3D data).
During this time the alignment of culture and ambition by both organisations lead to discussions around the Airovant team joining Pointerra, resulting in the execution of the Term Sheet. The Proposed Acquisition of Airovant and the employment of the four founders will deliver a step-change in the dimension and scale of Pointerra’s US operations in the important AEC, facilities management and energy utilities markets and is expected to help shorten the sales cycle in these key market sectors, driving growth in the Company’s Annual Contract Value (ACV) metric.
The business assets and undertakings of Airovant proposed to be acquired by Pointerra include existing customer contracts and relationships as well as intellectual property in the form of technology applications for the extraction of actionable digital asset management information from drone-based 2D data.
The parties plan to integrate elements of Airovant’s existing cloud digital asset management platform (AIROPORT) and underlying 2D data analytics technology stack into Pointerra’s cloud platform, with Airovant’s IP delivering a new 2D imagery layer and augmenting Pointerra’s existing Data as a Service (“DaaS”) and Analytics as a Service (“AaaS”) solutions.
Subject to the completion of due diligence activities, Pointerra expects that the contribution made by Airovant’s business will be both cashflow and earnings accretive in FY22 and should also deliver an initial step-change uplift in Pointerra’s regularly reported ACV.
