Wi-LAN Inc. (WiLAN) (TSX: WIN; NASDAQ: WILN) has entered into a definitive agreement to acquire International Road Dynamics (TSX: IRD) for $4.25 per share in cash, or an equity value of approximately $63.5 million or US $47.4 million.
As part of business transformation into a holding company, WiLAN plans to operate under the Quarterhill Inc. commencing on or about June 1, 2017.
International Road Dynamics is an Industrial Internet of Things (IIoT) company specializing in Intelligent Transportation Systems (ITS) and producing a portfolio of integrated hardware and software solutions to better detect, measure and analyze a variety of transportation challenges.
Boeckh Investments Inc., a Montreal based private investment holding company, is the largest shareholder of International Road Dynamics, controlling 1,816,400 shares or 12.4% of the outstanding shares.
“As discussed in WiLAN’s press release issued earlier today, the natural progression of our business has us focused on growth by identifying, acquiring and supporting IIoT companies with strong management teams, attractive financial performance and promising growth potential; IRD fits this profile perfectly,” said Shaun McEwan, Interim CEO of WiLAN. “Terry Bergan and his team are well respected in the ITS industry and will remain in place to run the business following the acquisition. IRD has built an attractive portfolio of IP protected technology and an enviable track record of financial performance that includes a growing base of recurring revenue and solid cash flow generation.”
Sampford Advisors is acting as a financial advisor to WiLAN; Norton Rose Fulbright Canada LLP is acting as legal advisor to WiLAN and PricewaterhouseCoopers LLP is acting as accounting advisors to WiLAN. Duff & Phelps Canada Limited is acting as financial advisor to the Board of IRD and McKercher LLP is acting as legal advisor to IRD.
WiLAN announced early that its board of directors has approved a plan to transform its business into a growth-oriented diversified holding company by acquiring businesses that will operate alongside its intellectual property licensing business. Effective immediately, Paul McCarten, Chairman will become Independent Lead Director. James Skippen, President & CEO, will become Executive Chairman. Shaun McEwan, CFO, will become Interim CEO. Steve Thompson, VP Finance will become Interim CFO. WiLAN board has begun the search for a full-time CEO.
The acquired businesses will operate independently as subsidiaries of Quarterhill. WiLAN will continue as a key subsidiary of Quarterhill focusing on patent licensing.
photo credit: International Road Dynamics