Announcement • Apr 23
Parade Technologies, Ltd. (TPEX:4966) completed the acquisition of Substantially All Assets of Spectra7 Microsystems Inc. (TSXV:SEV). Parade Technologies, Ltd. (TPEX:4966) entered into a definitive agreement to acquire Substantially All Assets of Spectra7 Microsystems Inc. (TSXV:SEV) for $9 million on March 7, 2025. The purchase price for the assets is $9 million in cash. On closing of the transaction, Parade shall make a cash payment to Spectra7 equal to the purchase price, less: (i) the Bridge Loans, and (ii) $1,800,000. The Escrow Amount shall be deposited into escrow with a third-party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after the closing of the transaction. Parade has agreed to advance a loan to Spectra7 in the amount of $450,000, with an additional loan in the amount of $300,000 to be advanced on or about March 21, 2025 (collectively, the "Bridge Loans"), in order to assist Spectra7 to maintain its operations and carry on its business until Closing. A termination fee of $2,500,000 is payable by Spectra7 to Parade in case of termination of the transaction under certain circumstances. As part of the acquisition, a significant number of Spectra7's employees will join Parade, ensuring continuity of technical expertise and customer support. It is the intention of Spectra7 to distribute all of the net proceeds received from the Sale Transaction to its shareholders in two special distributions.
The transaction is subject to various conditions, including the approval of the TSXV and approval of at least 66 2/3% of the votes cast by Spectra7 Shareholders at the Meeting pursuant to the Business Corporations Act (Ontario). The members of the Spectra7 Board, after consultation with management and legal and financial advisors, have approved the Sale Transaction. The transaction is expected to close in the second quarter of 2025. As of April 15, 2025, the transaction is expected to close in the week following the meeting scheduled on April 17, 2025. As of April 17, 2025, Spectra7 Microsystems shareholders approved the transaction. Craig-Hallum Capital Group LLC and The Benchmark Company LLC acted as financial advisors to Spectra7 in connection with the transaction, and are together entitled to a transaction fee equal to $1,000,000 on Closing. Richard Kimel of Aird & Berlis LLP acted as legal advisor for Spectra7 Microsystems Inc. John Park of Morgan, Lewis & Bockius LLP acted as legal advisor for Parade Technologies, Ltd.
Parade Technologies, Ltd. (TPEX:4966) completed the acquisition of Substantially All Assets of Spectra7 Microsystems Inc. (TSXV:SEV) on April 22, 2025. Announcement • Apr 17
Spectra7 Microsystems Inc. Announces Special Cash Distribution Spectra7 Microsystems Inc. announced that the cash portion of the Special Distribution is estimated to be approximately USD 1,070,000 (approximately CAD 1,537,590), or approximately USD 0.0039 per share based on the share information below, and is expected to be made within two weeks after Closing. The reduction of the cash portion of the Special Distribution compared to prior disclosure by the Company is as a result of updated employee compensation obligations and governance, maintenance and wind-down costs amongst the Company's international operations. Assuming the Escrow Amount is released in full, the distribution to CVR holders is estimated to be USD 1,800,000 (approximately CAD 2,586,600) or approximately USD0.0065 per share, and is expected to be made shortly following the Escrow Release Date. The total Special Distribution, including the estimated payment to CVR holders, to the Spectra7 Shareholders is expected to be approximately USD 2,870,000 (approximately CAD 4,124,190) or approximately USD 0.0104 per share. Announcement • Mar 05
Spectra7 Microsystems Inc., Annual General Meeting, Apr 14, 2025 Spectra7 Microsystems Inc., Annual General Meeting, Apr 14, 2025. 
