From the Wires
Carmanah Closes Acquisition of Spot Devices
By: Business Wire
Jan. 7, 2013 09:21 AM
Carmanah announces today that it has completed the previously announced (November 15, 2012) transaction to acquire the assets of Spot Devices, Inc., (“Spot Devices”). Spot Devices is a market leader in the traffic signaling industry and, together with Cirrus Systems, LLC, (“Cirrus”) a related company, an innovator of System Infrastructure Management Application ("SIMA") technology. Included in the transaction is a license agreement for the exclusive use of SIMA for public roadway applications.
The acquisition of Spot Devices business complements and expands Carmanah’ s portfolio of traffic signaling products with a full range of Rectangular Rapid Flashing Beacons (“RRFBs”) and school zone systems. Features of the expanded portfolio include audible push buttons, passive detection, and a selection of products available in both AC- and solar-powered models.
The Cirrus SIMA technology will expand Carmanah’s offerings by providing remote cloud based network management capability which enables customers to monitor and control traffic systems from a central location. The Spot acquisition will also grow Carmanah’ s pipeline for AC and solar-powered products and position Carmanah as the market share leader in the crosswalk and school zone traffic signaling space. The acquisition allows Carmanah to consolidate top features and technologies of both portfolios while reducing operational costs and simplifying solutions for the customer.
According to Bruce Cousins, Carmanah CEO, the acquisition is well-timed and relevant to the industry, “We believe that this transaction and access to remote-management technology will become a meaningful source of growth for our business in the future. The combined product portfolio and remote-monitoring platform address a market need that we can now answer and positions Carmanah as a market leader in this category.”
For Spot Devices customers, Spot products will be continued as “Carmanah” branded products, available on www.carmanah.com/traffic. Effective immediately, all inquiries directed to Spot Devices should be forwarded to email@example.com.
About Carmanah Technologies Corporation
As one of the most trusted names in solar technology, Carmanah has earned a reputation for delivering strong and effective products for transportation applications worldwide. Industry proven to perform reliably in some of the world's harshest environments, Carmanah solar LED lights and solar power systems provide a durable, dependable and cost effective energy alternative. Carmanah is a publicly traded company, with common shares listed on the Toronto Stock Exchange under the symbol "CMH”. For more information, visit carmanah.com.
About Cirrus Systems, LLC
Cirrus Systems helps customers achieve their productivity and performance goals by connecting devices, data and people in the cloud – generating enterprise-wide management capabilities and creating value through improved decision making. Building on a proven platform that employs standards-based protocols, Cirrus Systems designs, builds and scales an array of systems providing businesses with vital information that is on time, and on demand. Cirrus Systems, LLC is a private company headquartered in Sparks, Nevada. For more information, visit cirrussystemsllc.com.
Carmanah Technologies Corporation
Roland Sartorius, Chief Financial Officer
For further information:
This news release contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements are generally identifiable by use of the words “believes,” “may,” “plans,” “will,” “anticipates,” “intends,” “budgets,” “could,” “estimates,” “expects,” “forecasts,” “projects” and similar expressions, and the negative of such expressions. Forward-looking statements in this news release include statements about the definitive agreement to acquire assets of Spot Devices, including a license agreement for the exclusive use of SIMA for all Pedestrian Traffic Applications; the traffic signaling market position of Carmanah upon completion of the acquisition; the scope and potential pipeline of AC and solar-powered signaling products; the value of remote management; the SIMA platform providing future growth of Carmanah’ s business; Carmanah’ s strategy, future operations, prospects and the plans of management; extending existing product lines through internal development efforts, strategic business relationships as well as focused acquisitions.
With respect to the forward-looking statements contained in this news release, Carmanah has made numerous assumptions regarding, among other things, that Carmanah will be able to close on the asset acquisition and licensing terms contemplated in the definitive agreement with Spot Devices; and Carmanah’s market position and future prospects following completion of the transactions contemplated in the definitive agreement with Spot Devices. While Carmanah considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause Carmanah’ s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements contained herein. Known risk factors include, among others: the Spot Devices assets may not provide benefits to Carmanah’ s business as currently anticipated; the installation of Spot Devices assets may not be completed in the timeframe currently contemplated; a license agreement for the exclusive use of SIMA for all Pedestrian Traffic Application may not be commercially beneficial to Carmanah as currently anticipated, or at all; Carmanah’ s market position in the traffic signaling segment may not be augmented as currently anticipated upon the acquisition of the Spot Devices assets and the SIMA licensing agreement; Carmanah may not realize any significant pipeline of AC and solar-powered signaling products; remote management capability may not be unique in the industry and may not be beneficial to Carmanah’ s business going forward; access to the SIMA platform may not provide any future growth to Carmanah’ s business; general risks related to the competitive environment; competition with other energy sources; technological changes; anticipated adoption rates for traffic signaling products and remote monitoring capabilities; ability to manage expansion effectively; foreign exchange; reliance on third party manufacturers; reliance on outside agents and distributors; reliance on key employees; intellectual property risks; environmental and regulatory compliance; government contracts and subsidies; product quality and reliability and warranty liability risk; downturn in economic and market conditions; liquidity and capital requirements; litigation risk; potential reorganization of operations or product offerings; geopolitical and other global or local events; there can be no assurances that the Company can increase or maintain current top line revenue; there can be no assurances that the Company will achieve additional product sales; and there can be no assurances the Company can extend existing product lines through internal development efforts, strategic business relationships and focused acquisitions.
A more complete discussion of the risks and uncertainties facing Carmanah appears in Carmanah’ s most recently filed Annual Information Form, Annual MD&A, and other continuous disclosure filings which are available on SEDAR at www.sedar.com and on the Company’s website at Carmanah disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.
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