Companies reach agreement to engage in a joint
venture and form new entity – BioCenturion, LLC
ORLANDO,
Fla., March 7, 2024 /PRNewswire/ -- VOXX
International Corporation (NASDAQ: VOXX), a leading manufacturer
and distributor of automotive and consumer technologies for the
global markets, today announced that its majority owned subsidiary,
EyeLock LLC, has entered into a joint venture agreement (the
"Agreement") with GalvanEyes Partners LLC to form BioCenturion,
LLC. The combination of both companies will create a stronger and
more streamlined organization bringing together technology,
R&D, sales, marketing, and business development under one roof,
while opening new avenues for growth.
Under the Agreement, both companies will be contributing
selected assets and liabilities to the joint venture. GalvanEyes
will serve as the managing member and will be responsible for all
working capital needs over the next two years, after which, the
companies will evaluate the best path forward for the business. The
new entity will be run by Allen
Ibaugh, who served both as President of EyeLock and CEO of
GalvanEyes and will combine and manage the talent from both
organizations. BioCenturion has been structured as a 50/50
joint venture, whereby GalvanEyes will manage all day-to-day
business operations and EyeLock will have veto rights as it relates
to various fundamental company matters, including, but not limited
to, amendments to the operating agreement, the admission of new
members, future financing arrangements, potential acquisitions, or
the potential sale of the business. In the event of a capital event
as defined therein and based on the respective capital
contributions to date and expected, the first $45.0 million from a capital event would get
preferential distribution rights with ~77% going to EyeLock and
~23% to GalvanEyes, and the remaining portion split evenly between
the companies. EyeLock will retain the liability of the approximate
$70 million Note due to VOXX, which
is not part of this transaction.
In conjunction with this transaction, Beat Kahli has stepped down as President of VOXX
but will continue to serve as co-Vice Chairman of the Company's
Board of Directors. Further and as previously announced, effective
March 1, 2024, Loriann Shelton assumed the role of Chief
Financial Officer of VOXX, replacing Michael Stoehr, who served in this position for
over 40 years. Mr. Stoehr will remain with the company as Senior
Vice President and Treasurer and has stepped down from the Board as
a Director. Additionally, Mr. Kahli will serve as Chairman of the
Board and Chief Executive Officer of BioCenturion, enabling him to
spend more time unlocking value in this new entity, while
continuing to support VOXX and its shareholders at the Board
level.
Commenting on the joint venture and executive changes,
Pat Lavelle, Chief Executive Officer
of VOXX International stated, "With respect to the joint venture, I
believe this is a win-win situation for the Company. VOXX no longer
will be responsible for the operating costs needed to support
EyeLock, while retaining much of the upside of EyeLock's potential.
Our Biometrics segment has recorded losses since its inception and
while we have several large opportunities in development and on the
horizon, the business is expected to generate losses near-term. By
structuring the JV as we did, we can reallocate capital and
generate further savings for VOXX. With respect to Beat's
transition, this too is a positive for shareholders. His goal as
President was to secure strategic partnerships for VOXX and he will
continue to do so. Beat will focus on driving this
partnership forward and supporting VOXX as he has in the past,
while building BioCenturion into a competitive force in the
biometrics industry."
Beat Kahli added, "What initially
drove me to investing in VOXX was biometrics, and I have continued
to invest over the years as I saw tremendous opportunities for
value creation amongst VOXX's various businesses. I also
believed that Pat and the VOXX team could unlock the value inside
EyeLock. After a year of working closely at VOXX, I feel the
Company and its shareholders, myself included, would be best served
if I focused my attention on building a strong Biometrics business
with cutting-edge technology that generates returns, while
continuing to work on strategic partnerships for VOXX. I saw value
in EyeLock years ago which is what prompted the formation of
GalvanEyes. Now, we have a chance to combine the companies'
respective strengths and turn our vision into reality, which will
increase value for BioCenturion and for VOXX shareholders."
About VOXX International Corporation
VOXX
International Corporation (NASDAQ: VOXX) has grown into a
leader in Automotive Electronics and Consumer
Electronics, with emerging Biometrics technology to capitalize on
the increased need for advanced security. Over the past several
decades, with a portfolio of approximately 35 trusted brands, VOXX
has built market-leading positions in in-vehicle entertainment,
automotive security, reception products, a number of premium audio
market segments, and more. VOXX is a global company, with an
extensive distribution network that includes power retailers, mass
merchandisers, 12-volt specialists and many of the world's leading
automotive manufacturers. For additional information, please visit
our website at www.voxxintl.com.
About EyeLock
As a market leader of biometric identity
authentication solutions, EyeLock specializes in creating and
deploying authentication solutions to help clients secure their
worlds, optimize their workload, and organize their data through
customized biometric solutions. The company's significant IP
portfolio, including more than 100 patents granted, patents
pending, and proprietary technology enables a high-speed,
convenient, touchless, contactless, frictionless, and secure
authentication of individuals across different business
verticals.
The strength of EyeLock is our people and their ideas. Our
clients come to us for solutions to solve their security and
software challenges. Our staff understands technology like no other
firm. Through the years we have built an interdisciplinary team who
are experts in their fields and cross trained for responsiveness
and adaptability.
About GalvanEyes Partners
GalvanEyes specializes in
creating and deploying authentication solutions to help clients
secure their worlds, optimize their workload, and organize their
data through customized Biometric solutions. Its experience as a
solutions provider in multiple information technology-related
industries dates back to 2004; and our experience over this time
provides GalvanEyes a strong reputation of providing strategy,
product development, marketing, sales, and distribution proficiency
to biometric identity authentication solutions. The strength of
GalvanEyes is our people and their ideas. Our clients come to us
for solutions to solve their security and software challenges. Our
staff understands technology like no other firm. Through the years,
we have built an interdisciplinary team who are experts in their
fields and cross-trained for responsiveness and adaptability.
Safe Harbor Statement
Except for historical
information contained herein, statements made in this release
constitute forward-looking statements and thus may involve certain
risks and uncertainties. All forward-looking statements made in
this release are based on currently available information and the
Company assumes no responsibility to update any such
forward-looking statements. The following factors, among others,
may cause actual results to differ materially from the results
suggested in the forward-looking statements. The factors include,
but are not limited to the risk factors described in the "Risk
Factors" section of the Company's Annual Report on Form 10-K for
the fiscal year ended February 28,
2023, and other filings made by the Company from time to
time with the SEC, as such descriptions may be updated or
amended in any future reports we file with the SEC. The factors
described in such SEC filings include, without limitation: impacts
related to the COVID-19 pandemic, global supply shortages and
logistics costs and delays; global economic
trends; cybersecurity risks; risks that may result from
changes in the Company's business operations; operational execution
by our businesses; changes in law, regulation or policy that may
affect our businesses; our ability to increase margins through
implementation of operational improvements, restructuring and other
cost reduction methods; our ability to keep pace with
technological advances; significant competition in the automotive
electronics, consumer electronics and biometrics businesses; our
relationships with key suppliers and customers; quality and
consumer acceptance of newly introduced products; market
volatility; non-availability of product; excess inventory; price
and product competition; new product introductions; foreign
currency fluctuations; and restrictive debt covenants. Many of the
foregoing risks and uncertainties are, and will be, exacerbated by
the War in the Ukraine and any worsening of the global
business and economic environment as a result.
Investor Relations Contact:
Glenn Wiener, GW Communications (for
VOXX)
Email: gwiener@GWCco.com
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SOURCE VOXX International Corporation (NASDAQ:VOXX)