mick
1 month ago
NEWS $QIND
Actelis Networks Signs Binding Term Sheet to Acquire Quality Industrial Corporation and Expand Operations in
Critical Energy Industry
FREMONT, Calif., May 23, 2024 (GLOBE NEWSWIRE) --
Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis” or the “Company”) a market leader in cyber-hardened,
rapid deployment networking solutions for IoT applications, today announced the signing of a binding term
sheet to acquire between 61% to 75% of the issued and outstanding shares of Quality Industrial Corporation,
a Nevada corporation (“QIND”) (OTC: QIND), subject to customary terms for closing.
QIND, whose operations are based out of Dubai, United Arab Emirates (“UAE”), designs, manufactures
and supplies solutions for the critical infrastructure industrial and energy sectors.
Its operating business reported $11 million in revenue and $1.8 million in net income in 2023
and is projecting substantial growth in 2024. For the first quarter ending March 31, 2024,
QIND’s revenues were approximately $3.1 million, and its net income was approximately $0.76 million.
With expansion of its customer base, QIND is expecting substantial growth in 2024. QIND
currently services nearly 40,000 customers across the UAE with 7 operating facilities
and a fleet of dozens of vehicles and approximately 100 employees.
They are also internationally certified, local government approved,
and its customers include household names such as Emirates Airlines,
Emaar, Government of Dubai, Dubai Properties, WASL Group and many others.
QIND’s sister company Emergency Response Technologies Inc., who is not part of this transaction,
designs, manufactures and supplies patented firefighting technologies and solutions for the public safety sector,
and is expected to enable further synergies with Actelis.
Tuvia Barlev, Chairman and CEO of Actelis, stated,
“We are excited to team-up with QIND as it opens for us new geographies in the UAE,
Gulf Region and Africa with applications in new, critical verticals such as energy, utilities, and public safety.
Actelis’ technology is focused on innovation, enabling rapid modernization of critical infrastructure
and industries, providing rapid deployment networking in a secure and cost-effective manner,
and enabling smart IoT applications and sensors.
QIND and other companies in the energy sector need reliable networking, cyber protection,
and smart applications to improve their business operations.
Remote monitoring for quality of service and safety, automation of delivery and billing,
as well as forecasting and supply-chain optimization are all areas that can be strengthened with the Actelis’ technology.
The acquisition of QIND allows Actelis to add inorganic, profitable revenue of a recurring nature while offering IoT technology
to enhance the operations of QIND and its customers, resulting in smarter and more efficient operation, and enabling faster growth.
As contemplated, the acquisition would result in a combined company which had on a proforma basis $17 million
in revenue in 2023 with substantial growth projected for 2024.”
John-Paul Backwell, CEO of Quality Industrial Corp., stated,
“The joining of Actelis and QIND aligns with our goal of expanding our company by harnessing advanced
technologies to increase business efficiencies. Actelis’ solutions can assist in reducing our operational costs
through the automation of product delivery and system monitoring, thereby improving our competitiveness
and accelerating the growth of our business.”
Terms of the Transaction
At the Closing, in consideration for the purchased shares, Actelis will issue to the Sellers 19.99% of its common stock
and preferred non-voting shares for the balance of the consideration.
The companies are planning to close the transaction, pending regulatory requirements and due diligence, within 60 days.
The preferred shares shall not be convertible to common stock prior to six months after
the closing until such time as a registration statement is declared effective, whichever occurs sooner
and shareholders’ approval will be obtained.
The exact number of shares of the Company to be issued to the sellers will be based on a ratio of valuations of ASNS
and QIND to be determined between the parties until closing.
The binding term sheet is subject to customary due diligence requirements
and other covenants including but not limited to the raising of additional funding.
The Term Sheet includes a 60-day non-solicitation obligation and a break-up fee.
About Actelis Networks, Inc.
Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in cyber-hardened,
rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government,
ITS, military, utility, rail, telecom and campus applications. Actelis’ unique portfolio of hybrid fiber-copper, environmentally hardened aggregation switches, high density Ethernet devices, advanced management software and cyber-protection capabilities,
unlocks the hidden value of essential networks, delivering safer connectivity for rapid, cost-effective deployment.
For more information, please visit http://www.actelis.com.
About Quality Industrial Corporation:
Quality Industrial Corp. (OTC: QIND) is a Manufacturer and Service Provider for the Industrial, Oil and Gas,
as well as the Utility sectors. It is involved in the design, consultation, supply, installation,
and maintenance of liquefied petroleum gas (LPG) systems.
The company also provides LPG cylinder distribution and bulk gas supply solutions. It serves commercial buildings,
mixed use apartment complexes, shopping complexes, food courts, heavy industries, labor accommodations, catering units,
commercial kitchens, and restaurants.
The company was formerly known as Wikisoft Corp. and changed its name to Quality Industrial Corp. in August 2022.
The company is headquartered in San Francisco, California. For more information, please visit http://www.qualityindustrial.com.
Forward-looking Statements
This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions that are intended to identify forward-looking statements, and include statements regarding the completion of the private placement, satisfaction of the closing conditions and use of proceeds therefrom and obtaining shareholder approval. All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control), including, but not limited to, market and other conditions, and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results to differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company's filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Media Contact:
Sean Renn
Global VP Marketing & Communications
srenn@actelis.com
Investor Relations Contact:
Kirin Smith
PCG Advisory, Inc.
Ksmith@pcgadvisory.com
https://www.globenewswire.com/newsroom/ti?nf=OTEyMjgyNCM2MjY2NDg0IzIyNDY3MzI=
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Source: Actelis Networks, Inc.
© 2024 GlobeNewswire, Inc.
creakyhottie
3 months ago
NEW YORK, NY, April 10, 2024 (GLOBE NEWSWIRE) -- via NewMediaWire -- ILUS International Inc. (OTC: ILUS) is a mergers and acquisitions company that is committed to acquiring and growing businesses in the public safety, industrial, defense, and renewable sectors. ILUS has two subsidiaries, Quality Industrial Corp. (QIND) and Emergency Response Technologies Inc. (SAML), in which it holds the majority stake. QIND functions as ILUS' Industrial subsidiary, while SAML functions as its Public Safety subsidiary.
The ILUS Board of Directors has recently approved the uplisting of both subsidiaries by reverse merger, following progress in discussions with National Exchange listed companies. Additionally, the board has approved the distribution of an equity dividend in the form of SAML shares to ILUS Shareholders of record on a date to be defined.
SAML has acquired seven public safety businesses from ILUS, and the subsidiary is in the process of completing an important new acquisition to be incorporated into its uplist plans. QIND has acquired a 51% interest in Al Shola Gas, which delivered nearly $11 million in revenue and $1.8 million in net income in 2023.
Both QIND and SAML are currently in late stages of discussions with National Exchange listed companies regarding reverse merger agreements. The parties are progressing with their due diligence, following which the subsidiaries intend to sign Business Combination Agreements (BCA) with the respective National Exchange listed companies. Once the BCAs are signed, the National Exchange listed companies will file their S-4 Registration Statements, which will include registration of the QIND and SAML shareholders' shares. Valuations will be confirmed by fairness opinions obtained from a team of approved experienced independent financial experts.
After completion of the two subsidiary uplists, ILUS expects to complete its own uplist. This current strategy allows ILUS and its subsidiaries to move to a National Exchange without effecting a reverse-split and obtain maximum Shareholder value.
ILUS owns 77,669,078 common QIND shares and 150,753,425 common SAML shares, as well as 350,000 Series B shares converting into 350,000,000 common shares. ILUS also owns 10 million common shares of a public entity which is expected to soon sign a Letter of Intent for a Reverse Merger with a NASDAQ listed company in the very near future.
The ILUS Board believes that it is critical for its subsidiaries to complete their uplists first in order to obtain maximum value for ILUS shareholders. This will considerably strengthen ILUS' balance sheet, allowing ILUS to obtain a substantially more favorable valuation, which is integral to the success of an uplist. This follows progress made since the company’s statement made on 29 December 2023, that it had signed a non-binding term sheet with a NASDAQ company “for purposes of further exploring the merger opportunity for ILUS or its subsidiaries”.
Having also entered into and continued discussions with additional National Exchange listed entities, ILUS management has worked extremely hard to achieve this significant milestone for the company and its Shareholders and is pleased with the progress towards delivering this ongoing objective. ILUS remains dedicated to creating maximum value for its Shareholders and will be making their respective announcements and providing ongoing shareholder updates, including timeframes, throughout the respective reverse merger processes.
While the journey has taken considerably longer than anticipated, this has not deterred the ILUS management team, and has in fact allowed the company to execute several strategic moves which considerably enhance its valuation. ILUS believes it is essential that moving to a National Exchange creates maximum value for Shareholders in all the subsidiaries and ultimately at the parent company level. The company maintains that it will not compromise on executing its uplists in a stable and robust manner with the Shareholders best interests in mind, even if this has meant it has taken a longer period of time.
In a further progress update, the ILUS Board has approved the payment of a SAML equity dividend to ILUS shareholders of record. A portion of its SAML Series B shares will be distributed to ILUS shareholders. The company plans to make an announcement followed by commencement of the registration process for the equity dividend.
For further information on ILUS, please see its communication channels:
Website: https://ilus-group.com
Twitter: @ILUS_INTL
Email: IR@Ilus-Group.com
Source: ILUS
Related Links
https://ilus-group.com
Forward-Looking Statement
Certain information set forth in this press release contains "forward-looking information", including "future-oriented financial information" and "financial outlook", under applicable securities laws (collectively referred to herein as forward-looking statements). Except for statements of historical fact, the information contained herein constitutes forward-looking statements and includes, but is not limited to, the (i) projected financial performance of the Company; (ii) completion of, and the use of proceeds from, the sale of the shares being offered hereunder; (iii) the expected development of the Company's business, projects, and joint ventures; (iv) execution of the Company's vision and growth strategy, including with respect to future M&A activity and global growth; (v) sources and availability of third-party financing for the Company's projects; (vi) completion of the Company's projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company's current customer, supplier and other material agreements; and (vii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management's beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. Although forward-looking statements contained in this presentation are based upon what management of the Company believes are reasonable assumptions, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The Securities and Exchange Commission ("SEC") has provided guidance to issuers regarding the use of social media to disclose material non-public information. In this regard, investors and others should note that we announce material financial information via official Press Releases, in addition to SEC filings, press releases, Questions & Answers sessions, public conference calls and webcasts also may take time from time to time. We use these channels as well as social media to communicate with the public about our company, our services, and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, considering the SEC's guidance, we encourage investors, the media, and others interested in our company to review the information we post on the following social & media channels:
website: https://ilus-group.com Twitter: ILUS_INTL
Note: ILUS Coin does not sit within ILUS International Inc (Ilustrato Pictures International Inc), so the public are recommended to follow the correct Media Channels relating to the public company OTC: ILUS
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