HIAWATHA, KS, and FREMONT, CA, Oct. 16, 2015 /CNW/ – (TSX: AJX) — AgJunction Inc. (“AgJunction” or “the Company”) (TSX:AJX) today announced that it has completed the merger with Novariant, Inc. (“Novariant”) previously announced on March 16, 2015. With the completion of the merger, AgJunction gains a preeminent position in automated steering and machine control technologies, differentiated by its broad intellectual property portfolio, which includes more than 140 patents, and its ability to deliver application-specific solutions to precision agriculture customers worldwide. As global machine manufacturers increasingly target the integration of autosteer technologies at the factory level, the merged entity can provide increased support and a wider offering of advanced machine automation to current and future OEM and VAR customers. AgJunction’s vision is to be the world’s leading OEM and VAR supplier for automated steering and machine control technology for Precision Agriculture.
Specifically, the merger positions AgJunction to achieve its objectives through leveraging:
Headquarters and Management
The combined company has 182 employees worldwide (AgJunction 130, Novariant 52) with Executive Offices in Fremont, CA, and headquarters and corporate offices remaining in Hiawatha, KS. A global presence is maintained with research & development facilities in Scottsdale, Arizona, Brisbane, Australia, Fremont, California and Hiawatha, Kansas with worldwide sales and support presence in Canada, USA, Europe, South America and China.
Dave Vaughn, CEO of Novariant, will be appointed CEO of the combined company and former AgJunction CEO, Rick Heiniger, will be named Senior Project Advisor to the CEO. Jonathan Ladd will be appointed Chairman of the Board and Senior Strategic Advisor to the CEO and Michael Lang, the current Chairman of the Board, will be appointed Vice-Chairman. Mike Manning will continue to serve as Interim Senior Vice President and CFO.
“The merger between AgJunction and Novariant is a transformative step in our shared long-term vision to deliver best-of-breed guidance, autosteering and machine control hardware and software solutions for manufacturers and value added resellers throughout the worldwide Agriculture markets,” said Dave Vaughn, incoming CEO of AgJunction. “By combining two premier providers of advanced steering solutions for precision agriculture, we can better capitalize on the growing opportunities created by the accelerating demand for configurable precision control products and services. Combined, we are ideally positioned to serve our customers more effectively and committed to building on our market-leading solutions portfolio, creating the most compelling and comprehensive offering for both current and new customers seeking global steering control solutions and services.”
For the first six months of 2015 the combined revenue for the two companies was $32 million with operating income of $1 million. At June 30, 2015 the combined entity had zero debt, $17 million cash and cash equivalents, and working capital of $33 million. Following the completion of the Merger AgJunction has 121,796,395 shares outstanding and 123,657,497 shares fully diluted. Directors, officers, and other insiders hold approximately 31% of the outstanding AgJunction shares. For more information including unaudited pro forma consolidated financial statements as at June 30, 2015 please refer to AgJunction’s Management Information Circular filed on www.SEDAR.com on September 3, 2015.
Investor Conference Call – Monday, October 19 at 4:00 pm ET
An investor conference call with AgJunction management has been scheduled for Monday, October 19, 2015 at 4:00 pm ET. To participate in the conference call, please dial +1 (647) 427-7450 approximately 10 minutes before the conference call and provide Conference ID: 63217663. A recording of the call will be available through October 31 by dialing +1 (416) 849-0833 and passcode 63217663. The call will be webcast live and archived on the Company’s web site at
http://www.corp.agjunction.com/InvestorCenter/ConferenceCallsOtherEvents.aspx
About AgJunction
AgJunction (www.agjunction.com) provides innovative hardware and software applications for precision agriculture worldwide. The Company holds more than 140 patents and markets its products and services under leading brand names including Novariant, Outback Guidance® and Satloc®. The Company is headquartered in Hiawatha, Kansas, with facilities in Silicon Valley, Scottsdale, Arizona, Calgary, Winnipeg, and Queensland, Australia. AgJunction is listed on the Toronto Stock Exchange (TSX) under the symbol “AJX.”
Reader Advisory and Note Regarding Forward Looking Information
This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking information”) within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of AgJunction as of the date of this news release, unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward-looking information concerning: the anticipated benefits as a result of the Merger and expected synergies, including its effect on resources, research and development capability and presence, customers, growth opportunities and efficiency; AgJunction’s vision in respect of automated steering and machine control technology for Precision Agriculture; and the effect of the Merger on AgJunction’s objectives. Such forward-looking information is provided for the purpose of providing information about management’s current expectations and future plans. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. In respect of the forward-looking information concerning the anticipated benefits of the Merger, AgJunction has provided such information in reliance on certain assumptions that it believes are reasonable at this time, including, but not limited to, expectations and assumptions concerning, among other things: planned synergies, capital efficiencies and cost-savings; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; that AgJunction’s future results of operations will be consistent with past performance and management expectations in relation thereto; the continued availability of capital at attractive prices to fund future capital requirements relating to existing assets and projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; availability of key supplies, components, services, networks and developments; the impact of increasing competition; and the continuity of existing business relationships.
Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which AgJunction operates in general; failure to realize the anticipated benefits of the Merger and to successfully integrate AgJunction and Novariant; ability to access sufficient capital from internal and external sources; changes in legislation; departure of key personnel or consultants; competition; and changes in the Global Navigation Satellite System and other systems outside of our control. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the combined company, are included in reports of AgJunction on file with applicable securities regulatory authorities, which may be accessed on its SEDAR profile at www.sedar.com. The forward-looking information contained in this press release is made as of the date hereof and AgJunction undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
