Uniserve Closes Acquisition of Business of Megawire Inc.

Core Viewpoint - Uniserve Communications Corporation has successfully completed the acquisition of Megawire Inc., enhancing its service offerings and expanding its market presence in Canada and the US [1][10]. Acquisition Details - The total purchase price for the acquisition of Megawire was $6,500,000, which included the issuance of 3,431,961 common shares at a price of $0.5828 per share, totaling $2,000,000 [3]. - Uniserve also entered into agreements to acquire Brimax Financial Services Inc. for $2,400,000 in cash and Waterloo Wireless Inc. for $2,100,000 through a convertible note [3][4]. Financial Structure - The acquisition of Brimax involved a cash payment of $2,150,000 to shareholders, with $250,000 held in escrow for potential adjustments [3]. - The convertible note for Waterloo has a three-year term with an annual interest rate of 7%, allowing the noteholder to convert up to 50% of the note value into Uniserve shares [5][6]. Asset Acquisition - The assets acquired from Megawire include all business operations, intellectual property, and approximately $100,000 in inventory, while excluding cash, working capital, and certain liabilities [7]. - Uniserve has committed to offering employment to all Megawire employees under similar terms, recognizing their seniority for future severance [7]. Strategic Impact - The acquisition is expected to enhance Uniserve's service depth and strengthen its data center portfolio, particularly in eastern Canada, supporting the growth of recurring revenue-based services [10]. - The company aims to leverage this acquisition to meet the increasing demand for digital transformation among Canadian businesses [10]. Loan and Financing - Uniserve secured a loan of $2,500,000 from 369 Terminal Holdings Ltd., an insider, to finance part of the acquisitions, with an interest rate of 8% per annum [11][12]. - The loan is considered a related party transaction but is exempt from formal valuation and minority shareholder approval requirements [12]. Management and Operational Agreements - A consulting agreement was established with Emerald Flow Consulting Inc. for management services related to Megawire's business, with a total payment of $225,000 over 12 months [9]. - Uniserve has also signed a 10-year lease for office space in Waterloo, Ontario, with a monthly rent of approximately $31,000 [9].