Raytelligence AB's subsidiary BNHR AB has entered into a conditional reverse acquisition agreement for High Speed Interconnects, LLC

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Berndt Nilsson Human Resources AB ("BNHR" or the "Company") has today entered into an agreement to acquire all shares in High Speed Interconnects, LLC. The acquisition is made through a set-off issue of 90,000,000 new shares in the Company, after which H.S.I. Holdings, S.A. will initially hold 90 percent of the shares and BNHR's existing shareholders will initially hold ten percent (10%) of the shares in the Company.

The transaction in brief

• BNHR has entered into an agreement with the shareholder of High Speed Interconnects, LLC. ("HSI") to acquire all shares in HSI through a non-cash issue of 90,000,000 new shares in the Company (the "Set-off Shares", and the "Transaction"). Through the Transaction, HSI will become a wholly-owned subsidiary of BNHR and HSI's shareholders will initially own approximately ninety percent (90%) of the total number of shares and votes in the Company, prior to the completion of the Capital Raise (as defined below). As a result of the Transaction, the Company will change its name to High Speed Interconnects AB/Corp ("New HSI").
• HSI is valued in the Transaction at approximately SEK 450 million, based on the valuation as of October 10, 2024. BNHR is valued at approximately SEK 50 million, corresponding to the Company's expected value after the business combination.
• As part of the Transaction and the continued financing of New HSI, Recession Investments, LLC has committed to finance the reverse acquisition. In addition, the Company is in discussions with HSI's senior bank, external lenders, as well as a number of institutional investors, about increasing the credit facilities to increase liquidity to fulfil a substantial backlog in excess of USD 20,000,000 in received orders, otherwise SEK 225,000,000 (the "Capital Raising"). Through the Capital Raising, the Company will receive a total of approximately SEK 5 million before transaction costs.
• The Company intends to convene an Extraordinary General Meeting to be held on 25 October 2024, at 2:30 p.m., to resolve on approval of the Transaction, issue of the Set-off Shares, issue authorization for the Capital Raising, election of the Board of Directors and auditors and other resolutions arising from the Transaction (the "Second Extraordinary General Meeting").”). On 4 October 2024, the Company held an Extraordinary General Meeting to resolve on the amendments to the Articles of Association resulting from the Transaction (the "First Extraordinary General Meeting", and together with the Second Extraordinary General Meeting, the "Extraordinary General Meetings").
• Raytelligence AB, representing 100 percent of the shares and votes in BNHR, has undertaken to vote in favour of the Transaction and related resolutions at the Extraordinary General Meetings.
• The completion of the Transaction is, among other things, conditional upon resolutions at the Extraordinary General Meetings and that the Company applies for listing on a suitable marketplace in Stockholm.
• Further information about the Transaction, HSI and New HSI will be included in a company description that is expected to be published no later than December 2, 2024.

Background and rationale

Following the discontinuation of staff recruitment and training in BNHR, various options for the Company's future have been evaluated to maximize shareholder value in the parent company. This has resulted in the proposed Transaction.

"As HSI emerged as the best option in the evaluation, I am very pleased that the evaluation has resulted in the proposed Transaction.", comments Ben Hedenberg, CEO of Raytelligence.

"The fact that HSI is now broadening its shareholder base and going public is an important step in the company's plan to create a new model for rapid organic and inorganic growth and internationalization: We continue our long-term and active strategy, while offering new shareholders access to, and liquidity in, hard-to-reach, high-growth niche technology companies based in the United States. The Transaction and the Capital Raise will enable accelerated global market penetration of HSI's proprietary connectivity platforms which are not limited to proprietary, technology driven coaxial cable interconnect and expanded PTFE solutions", said Antonio De La Rosa, Founder, Manager and CEO of HSI and intended CEO of New HSI.

About the transaction

BNHR has today entered into an agreement with the shareholders of HSI to acquire all shares in HSI through a set-off issue of 90,000,000 new shares (the Set-off Share) as consideration for the shares in HSI. The transaction constitutes a reverse acquisition, whereby HSI becomes a wholly-owned subsidiary of BNHR. HSI's existing shareholders will initially own approximately 90 percent of the total number of shares and votes in the Company and BNHR's existing shareholders will own approximately 10 percent of the total number of shares and votes in the Company following the completion of the Transaction (prior to the completion of the Capital Raise).

HSI is valued in the Transaction at approximately SEK 45 million, based on a valuation as of 10 October 2024. BNHR is valued at approximately SEK 5 million, which means a subscription price of approximately SEK 5.00 per Consideration Share. The Board of Directors of BNHR assesses that the applied valuation and the subscription price resulting from the valuation are in line with market conditions.

Completion of the Transaction is conditional upon, among other things, that (i) the shareholder of BNHR resolves to approve the Transaction and other proposals at the Extraordinary General Meetings, and (ii) the Company obtains approval for listing on an appropriate marketplace.

Description of HSI and New HSI

Activity

Founded in 2010 by Antonio De La Rosa, HSI is a privately held, US based, world-leading company, with operations located in Scottsdale Aizona, Tigard, Oregon and Hermosillo, Sonora, Mexico. The company has developed proprietary and patented technology’s for extruding and terminating high-performance coaxial cables that exceeds today's global connectivity requirements found in Aerospace, Defence, Space, Radars, Test and Measurement, Automated Test Equipment, Semiconductors, Artificial Intelligence, Quantum Computing, Oil and Gas, Rail, Unmanned Aerial Vehicles, Industrial Robotics, Surgical Robotics, Disposable Micro Miniature Imaging Medical Devices. Headquartered in Scottsdale, Arizona, HSI is one of few global manufacturers to extrude and terminate its own technology driven, high-performance coaxial cable and expanded PTFE (VP90™).

Board of Directors, management and shareholding, etc.

Upon completion of the transaction, the following individuals will be appointed to the board of the new HSI: Ben Hedenberg as interim Chairman, Antonio De La Rosa as Director as Director and CEO, Victor Villalpando as Director, Chris Phillips as Director and Adler De La Rosa as Deputy Director. The Company will appoint a new chairperson before the holiday season.

Antonio De La Rosa and his indirect partners in H.S.I. Holdings Inc. (the "Principal Shareholders") together own the majority of the shares and votes in HSI. The remaining shares in HSI are held by passive investors in HSI. Upon completion of the Transaction (prior to completion of the Capital Raising), H.S.I. Holdings Inc. will become the largest shareholder of New HSI with an indirect holding of approximately 85 per cent of the shares and votes.

The Principal Shareholder will undertake towards Raytelligence AB, with certain exceptions, not to sell or otherwise transfer or dispose of its shares in new HSI for a lock-up period of 360 days from the date of listing of the share for the Principal Shareholders and 180 days for HSI's Board of Directors and management.

Capital raising

As part of the Transaction and the continued funding of HSI's bank, HSI's long-standing senior banking relationship is committed to potentially continuing its relationship with the new HSI's solid growth and trajectory upon completion of our new private and/or institutional stakeholders.

Raytellegence AB will after the transaction distribute the majority of the shares received in BNHR to its approximately 4,500 shareholders. The purpose is to carry out a rights issue of up to SEK 25 million to ensure that the Company meets the liquidity requirements for a listing, as well as to secure continued financing for New HSI in immediate connection with the completion of the Transaction, and to diversify and strengthen the shareholder base with institutional investors.

At the same time, new HSI intends to prepare to raise up to SEK 125 million in additional capital in connection with the new share issue to be carried out for the capital increase within the framework of the issue authorisation proposed to be resolved at the Second Extraordinary General Meeting.

The Extraordinary General Meetings

The first Extraordinary General Meeting was held on 4 October 2024, the Second General Meeting is planned to be held on 28 October 2024 to make the necessary decisions for the completion of the Transaction and the Capital Raising. No notice of the Second Extraordinary General Meeting will be published as Raytelligence votes for one hundred percent of the capital and votes in BNHR. A separate press release will publish complete resolutions for the Extraordinary General Meetings on Raytelligence's website no later than October 28, 2024.

The resolutions relating to the Transaction and the Capital Raise proposed to be made by the Extraordinary General Meetings are (i) approval of the Company's acquisition of HSI, (ii) the set-off issue of the Set-off Share to the shareholder in HSI, (iii) the authorization to issue the Capital Raise, (iv) adoption of new Articles of Association, including, among other things, a change of name to HSI AB, (v) election of new board members and auditor, (vi) a split of shares in the Company (10,000:1) in order to achieve a more appropriate pricing of the New HSI share, (vii) adoption of principles for the appointment of and instructions regarding the Nomination Committee, and (viii) adoption of guidelines for remuneration to senior executives.

Voting commitments

Raytelligence AB, representing one hundred percent (100%) of the shares and votes in BNHR, has undertaken to vote in favour of the Transaction and related resolutions at the Extraordinary General Meetings.

Company description

Further information about the HSI Transaction and the New HSI will be provided in a company description that will be published after the Extraordinary General Meetings.

Preliminary timetable for the Transaction

The timetable below is preliminary and subject to change.

25 October , 2024	Completion of the Transaction
28 October 2024	Second Extraordinary General Meeting
15 November 2024	Publication of company description and investor meeting
22 November, 2024	Implementation of the Capital Raise
14 February, 2025	Expected date for decision by the marketplace's listing committee on whether New HSI meets the requirements for listing
14 March, 2025	Expected date for publication of prospectus for admission to trading on the Stockholm marketplace
21 March, 2025	Expected first day of trading at the Stockholm marketplace

 

Investor meeting

BNHR and HSI invite to a digital investor meeting on 15 November, 2024 in order to inform shareholders about the Transaction and to provide shareholders and stakeholders with the opportunity to ask questions. The meeting will take place at the venue that will later be specified in Stockholm, Sweden. The presentation and Q&A will also be webcast.

Counsellor

Raytelligence AB is acting as financial advisor and Themis Advisers is acting as legal advisor to BNHR in connection with the Transaction. Admiral Advisors, LLC. is acting as financial advisor and Conant Law Firm, PLC is acting as legal advisor to HSI in connection with the Transaction.

For more information:

Ben Hedenberg Erik Forsell
[email protected]                       [email protected]
+46 (0)8-551 160 90                                            +46 (0)73-417 50 90

This disclosure contains information that Raytelligence AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:20 CET on October 23, 2024.

Raytelligence in brief

Raytelligence is an investment company whose key strategy is to identify and finalise combination deals with businesses in any of the following sectors biotechnology & pharmaceuticals, automotive, financial services, communications technology, food technology, cutting edge technologies and media sectors in Europe, America and Asia that can benefit from our management team's extensive experience and operational capability, although the company reserves the right to exercise an acquisition option in any company or industry. Raytelligence is listed on NGM Nordic SME and its mentor is Black River Corporate Finance AB, +46 (0)73-417 50 90.

Important information

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This press release does not identify or purport to identify all risks (direct or indirect) that may be associated with an investment in equities. An investment decision to acquire or subscribe for new shares may only be made based on publicly available information about the Company, Raytelligence or the Company's shares, which has not been verified by the Company's or Raytelligence's advisors or the issuing agent. The Company's and Raytelligence's advisors and issuing agents are acting on behalf of their principals in connection with the share issues and not on behalf of anyone else and are not responsible to anyone else for providing the protections afforded to its customers or for providing advice in connection with the transaction or with respect to anything else referred to herein.

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Forward-Looking Statements

This press release contains forward-looking statements regarding the Company's and Raytelligence's intentions, assessments or expectations regarding the Company's and Raytelligence's future results, financial condition, liquidity, development, prospects, expected growth, strategies and opportunities and the markets in which the Company and Raytelligence operate. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although the Company and Raytelligence believe that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are provided only as of the date of this press release and are subject to change. Neither the Company, Raytelligence nor anyone else undertakes to review, update, confirm or publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise with respect to the content of this press release, unless required by law or listing rules.