Eddy Smart Home Solutions Ltd. (“Eddy”) (TSXV: EDY) is pleased to announce it entered into a definitive agreement on March 24, 2022 (the “Agreement”) for the acquisition (the “Transaction”) of all of the issued and outstanding common shares of Reed Controls Inc. (dba Reed Water) (“Reed”). Closing of the transaction remains subject to approval by the TSX Venture Exchange (the “TSXV”) and other customary closing conditions.
Pursuant to the Agreement, the total purchase price for the Transaction will be C$7,359,600. The total consideration (the “Share Consideration”) will be paid in common shares of Eddy at a per share price of $0.60 per share with an estimated 12,266,000 shares being issued. The Share Consideration will be subject to a twenty-four (24) month lock-up period, provided that the Share Consideration will be released from the lock-up requirements on the first business day following each of the four, six, nine, twelve, fifteen, eighteen and twenty-one month anniversaries of the closing date, and such other terms, as may be imposed by the TSXV. The Share Consideration will also be subject to a statutory four month hold period.
Upon closing of the Transaction, Reed’s founders Avi Yurman and Adam Bartman will join Eddy’s leadership team, and Chief Marketing Officer Avishai Moscovich will join
Reed developed a robust water management technology platform of hardware & cloud software to manage water related risk, conserve water & accelerate IoT adoption among global plumbing manufacturers. Together with Eddy, the technology will further enhance the solutions, creating a unified view of the entire water infrastructure in commercial & high-rise buildings. As a result of the Transaction, Eddy expects to be positioned for expansion throughout North America, protecting asset owners and insurance providers from catastrophic leak events, the single biggest risk to these properties.
“Reed’s commercial focus in high-rise buildings fits perfectly into our strategic direction and overall vision to become the global leader in water management. Reed has done an incredible job growing its business to this point with a revenue CAGR of 65% over the past 3 years and with gross margin of ~ 50%. As part of this transaction Reed brings in recurring revenue associated with their current customer base and ~ $2mm in purchase orders with the same margin profile. Reed’s customer base and product suite is complimentary and additive to ours and the Reed leadership team will boost our overall management bench strength as Eddy continues to grow,”, said Travis Allan, CEO & President of Eddy.
“The powerful combination of industry experts and complimentary products will further solidify Eddy as the best-in-class market leader, while providing our customers with the most agile, scalable and robust platform available to better control and conserve water in both commercial and residential properties,” said Adam Bartman, Co-founder and Solution Architect of Reed.
The Transaction is an arm’s length transaction that is expected to constitute an “expedited acquisition” pursuant to Policy 5.3 of the TSXV. Subject to the satisfaction of such conditions, the Transaction is expected to close within the next 45 days.
Eddy is a North American provider and developer of residential and commercial smart water metering products and monitoring services, helping property owners protect, control, and conserve water usage by combining water sensing devices with behavioural learning software. For more details on Eddy’s products or company information, please visit eddysolutions.com.