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Aurora Systems Signs US $4.7M Asset Purchase Agreement With Atrion Systems (an American Provider of Consulting, IT and Cybersecurity Solutions)
Wednesday, August 10, 2022Company Profile | Follow Company
Victoria, BC, August 10, 2022--(T-Net)--Plurilock Security Inc. (TSXV: PLUR, OTCQB: PLCKF) and related subsidiaries, an identity-centric cybersecurity solutions provider for workforces, announced that the Company, through its subsidiary, Aurora Systems Consulting, Inc. has entered into an asset purchase agreement to acquire certain assets of Atrion Communications, Inc., a veteran-owned leading American provider of consulting, IT and cybersecurity solutions.
For its fical year ended March 31, 2022, Atrion generated approximately US$14.0 million in revenue with a gross profit of US$3.3 million and EBITDA of US$533,300.
Included amongst a healthy pipeline of major customers are a Fortune 500 North American provider of food services and facility management, a leading multinational pharmaceutical company and several renowned American hospitals and medical centers.
Atrion's is a full life-cycle network infrastructure and security solutions provider, offering procurement services, professional services and solutions integrations, managed services, and cybersecurity consulting. Atrion staff excels at assessing, designing, securing, and managing technical environments to maximize IT investment and minimize risk.
The management team at Atrion will remain in place and will actively participate in an integration plan with Plurilock's executive management following closing.
By leveraging Plurilock's zero trust identity technology and strong sales distribution channels, this acquisition is expected to equip Atrion to further serve customers with leading-edge cybersecurity solutions and expand its footprint in the public and private sectors.
In addition, this Transaction enables Plurilock to expand its geographic footprint, facilitate access and ongoing growth opportunities and expand its East Coast-American operations.
Ian Paterson, CEO, Plurilock Security Solutions Inc.
"The Transaction represents our third as a public company and serves as another milestone in our mission to acquire accretive cybersecurity and IT assets with great customers, capabilities, and distribution channels where we can cross sell our high-margin solutions to deliver economies of scale," said Ian L. Paterson, CEO of Plurilock.
"Atrion is very excited to join the Plurilock and Aurora family as it offers us the opportunity to continue working with our longtime customers and the valuable relationships we've cultivated over 37+ years in business. In addition, it gives Atrion access to sell the Plurilock technology, which addresses some of the biggest IT challenges today," said Dominic Grillo, President of Atrion Communications, Inc.
Plurilock said in a release that it plans to continue to be very active in terms of evaluating other acquisition targets that will extend its distribution channels, while adding new top-tier customers and competitive technology assets to its business. The Company continues to have an active M&A pipeline.
Transaction Details
On August 8, 2022, the Company and Aurora entered into the Purchase Agreement with Atrion and a certain vendor of Atrion.
Pursuant to the terms of the Purchase Agreement, the total consideration payable by the Company to Atrion is US$3,700,000, payable as follows:
(i) US$2,000,000 in cash payable on closing, subject to working capital adjustment;
(ii) US$500,000 in cash payable on the date that is 90 days following closing; and
(iii) 1,285,700 common shares of Plurilock, issuable at closing and 1,285,700 common shares of Plurilock, issuable one year following the closing at CA$0.30.
The Purchaser Shares shall be subject to a statutory hold period commencing on closing and shall expire on the date that is four months following closing. US$300,000 in Purchaser Shares shall be held in escrow for 18 months to stand as security for any claims of the Company with respect to the representations and warranties of Atrion contained in the Purchase Agreement.
Furthermore, the Purchase Agreement includes future based performance-based earnout payments, whereby up to US$600,000 in cash may be paid to Atrion. The Earnouts are divided into three equal annual earnout payments following the Transaction closing date.
About Atrion
Atrion is a veteran-owned, full life-cycle network infrastructure and security solutions provider, supporting end-to-end implementation of technology solutions for a wide variety of organizations in order to manage technical environments to maximize IT investment and minimize risk.
About Plurilock
Plurilock provides identity-centric cybersecurity for today's workforces. The Plurilock family of companies enables organizations to operate safely and securely while reducing cybersecurity friction. Plurilock offers world-class IT and cybersecurity solutions through its Solutions Division, paired with proprietary, AI-driven and cloud-friendly security through its Technology Division. Together, the Plurilock family of companies delivers persistent identity assurance with unmatched ease of use.
Plurilock's Base Shelf Prospectus, Prospectus Supplement, financial statements and management's discussion and analysis, among other documents, are all available on the Company's profile page on SEDAR at www.sedar.com. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. FORWARD-LOOKING STATEMENTS This press release may contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") related to future events or Plurilock's future business, operations, and financial performance and condition. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Plurilock's business. [ MORE ] |
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Plurilock Security Solutions Inc.
Victoria (InfoTech)
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