EnWave Corporation

EnWave Corporation

June 14, 2012 08:00 ET

EnWave Signs Letter of Intent to Acquire 75.1% of Hans Binder Maschinenbau GmbH

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 14, 2012) -


EnWave Corporation (TSX VENTURE:ENW)(FRANKFURT:E4U) ("EnWave", or the "Company") announced today it has signed a Letter of Intent ("LOI") to acquire a 75.1% controlling interest in Hans Binder Maschinenbau GmbH ("Binder") of Germany. Since announcing their initial strategic partnership together in May of 2009, EnWave and Binder have developed joint commercial projects and a strong marketing and technical partnership with common interests in the global dehydration industry. With the success of recent plant startups in the U.S. market and a growing interest from multi-national Tier 1 customers, the parties agreed it was an opportune time to join forces with the intention of becoming a leading innovator and industrial supplier of vacuum microwave technology.

Under the terms of the agreement, EnWave will invest 2,000,000 Euro directly into the capital structure of Binder to acquire a 75.1% ownership position. The pre-investment valuation of Binder was determined at approximately 663,000 Euro, after deducting outstanding shareholder loans of 970,000 Euro. Binder has no bank debt and, at the time of signing the LOI, a positive net working capital position. Under the terms of the agreement, a portion of the investment will be used to pay back up to 300,000 Euro of the shareholder loans, with the balance of the investment to remain in cash to strengthen Binder's working capital and general financial position. This strengthened financial position will increase Binder's capacity to fulfill commercial vacuum microwave machine orders.

For the year ended December 31, 2011, Binder reported unaudited revenues of approximately 7 million Euro and a net after tax income of 134,000 Euro. EnWave believes that in 2013 and beyond, the demand for vacuum microwave technology will offer an opportunity for EnWave and Binder to build a growing revenue stream for high value, high margin projects.

The decision to combine resources also strengthens the Company's royalty and licensing model, bringing together EnWave's innovation, global marketing expertise, Tier 1 collaboration pipeline and growing patent position with Binder's economies of scale, experience and ability to design and deliver industrial scale turn-key vacuum microwave plants customized for specific applications. These combined strengths should offer customers exceptional machine quality and overall service with stronger protection of general know-how and intellectual property on a global basis.

"We have worked together with the Binder family and their management team since 2009 and are very excited to be combining our skills and strengths at such a pivotal time," stated Mr. John McNicol, President and Co-CEO of EnWave. "Binder's proven innovative nature, quality engineering and more than 60 years of machine building expertise in the drying industry should help increase the confidence for EnWave's growing list of multi-national partners to order REV technology in the future."

"EnWave has built an impressive patent position in the global vacuum microwave industry, using their innovations to establish collaborations with some of the world's largest food and pharmaceutical companies," stated Mr. Johann Binder, Managing Director of Binder. "We look forward to helping EnWave transition these partnerships into customized turn-key plant deliveries in a growing field of applications."

To support the acquisition, EnWave plans to raise up to $4,500,000 in cash by issuing up to 3,000,000 common shares in a non-brokered private placement priced at $1.50 per share. Pursuant to TSX Venture Exchange policies and securities law, the shares issued will be subject to a four month holding period from the closing date, which expected to be on or before June 30, 2012. A cash commission of up to 5% of the proceeds will be payable to certain individuals acting as finders in connection with the private placement.

The closing of the Binder transaction is subject to a number of conditions precedent, including: (a) successful completion of legal and financial due diligence; and (b) negotiation and execution of definitive agreements. The transaction is expected to close during the fourth calendar quarter of 2012. Both the transaction and the private placement are subject to regulatory approvals.

About Binder

Established in 1950, Hans Binder Maschinenbau GmbH designs and develops custom driers and complete dehydration turn-key plants for customers worldwide from their engineering and machine building operation in Marzling, Germany. Binder has extensive experience in both the food and chemical industries with expertise in vacuum microwave drying through their unique continuous tray-based method sold under the MIVAP™ brand. The first MIVAP™ plant in the United States was sold to Milne Fruits Inc for drying blueberries, blackberries and raspberries for snack, baking, cereal and powder products. The Milne plant was successfully started up earlier this year showcasing Binder's engineering and machine building skills.

About EnWave

EnWave Corporation is a Vancouver-based industrial technology company developing commercial applications for its proprietary Radiant Energy Vacuum (REV) dehydration technology. The company recently licensed REV technology to Milne Fruit Products Inc, its first major U.S. customer, to support a launch of healthy berry snacks and powders across most major markets in North America. More recently, EnWave licensed REV technology to one of its Tier 1 multi-national partners from the list below. In addition, EnWave has entered a wide range of research and collaboration agreements with an expanding list of multinational partners, including Nestlé, Kellogg's, Grupo Bimbo, Grimmway Farms, Ocean Spray Cranberries, Hormel, Bonduelle and Merck. EnWave is introducing REV as a new dehydration standard in the food and biological material sectors: potentially faster and cheaper than freeze drying, with better end product quality than air drying or spray drying.

EnWave currently has six REV platforms: commercial-scale nutraREV® and MIVAP® are used in the food industry to dry fruits, vegetables, meat, herbs and seafood quickly and at low-cost, while maintaining high levels of nutrition, taste, texture and colour. The Company is also developing powderREV™ for bulk dehydration of food cultures, probiotics and fine biochemicals such as enzymes; quantaREV™ for continuous, high-volume low-temperature drying of pastes, gels, liquids, or particulates; and bioREV™ and freezeREV™ as new methods to stabilize and dehydrate biopharmaceuticals such as vaccines and antibodies.

EnWave Corporation

John McNicol, President and Co-CEO

EnWave Corporation

For further information about the transaction or to express interest in participating in the private placement please see the contact information below.

Safe Harbour for Forward-Looking Information Statements: This press release may contain forward-looking information based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company's strategy for growth, product development, market position, expected expenditures, the closing of the Binder acquisition, the closing of the private placement and financial results are forward-looking statements. These statements are not a guarantee of future performance and involve a number of risks, uncertainties and assumptions. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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