Brisbane, Australia – March 7, 2022 – Aurora Solar Technologies Inc. announced plans to acquire Uniseed investee BT Imaging Pty Ltd, a well-established leader in photoluminescence (PL) imaging tools for PV material inspection and quality control during production, and for laboratory use during product development. BTi’s products are used in multiple parts of the PV supply chain – from silicon ingots and wafers, through to finished cells. They are found in industrial facilities and virtually all major research institutes throughout Asia, Europe and North America.
The acquisition will accelerate Aurora’s growth by combining complementary quality control tools with Aurora’s Insight™ data science platform. This provides for enhancement of Insight’s value via incremental data sources and new features for better production process optimization and control. BTi’s products and strong brand will position the combined business as a first mover with an integrated systems-based approach to process control, driven by data analytics through the Insight platform.
Photoluminescence is a phenomenon in which material absorbs visible light and then radiates infrared (IR) light in response. PL imaging involves exciting the material with a light source and the use of a sensor such as an IR camera to provide a spatially resolved map of this radiated IR. It is used to detect and quantify material characteristics that affect solar cell and module efficiency. The solar cell raw material and fabrication process data provided by PL imaging complements cell tester data (such as provided by our partner Wavelabs), and our DM measurement data.
Aurora has offered to acquire BTi through a share for share transaction in the amount of $16.2 million (Canadian dollars), based on an Aurora share price of $0.20. The Offer is made under a Share Purchase Agreement between the shareholders of BTi and Aurora (the “Offer”). Aurora’s Offer has been initially accepted by 63% of all BTi shareholders, including 81% of its preference shareholders, which provides the pathway to acquire all of the shares of BTi based on its shareholder arrangements. The purchase price of the Offer is segmented into a fixed and a variable amount of $13.4M and $2.8M respectively. The total consideration to be issued by Aurora to the BTi shareholders will not exceed 81,000,000 common shares. The variable amount is subject to customary business performance adjustments that could reduce the variable amount. This Offer includes a 16-month escrow period for the common shares issued to BTi’s shareholders in which the shares are released in equal tranches, each at four, 10 and 16 months from the closing of the transaction.
The transaction is expected to close on or about May 31, 2022 and has been structured for all shareholders to participate in the upside potential created through this combination. The Offer is subject to acceptance by the TSX Venture Exchange, customary closing conditions including the completion of due diligence and the acquisition of 100% of the shares of BTi. The transaction has been approved by the Aurora Board of Directors. Stifel Nicolaus Canada Inc. and Baker McKenzie LLP served as financial advisor and legal counsel, respectively, to Aurora.
When the transaction closes, Aurora will be in a stronger position to deliver on its milestones, with a well-defined capital markets strategy to support growth driving shareholder value and liquidity.
The expected benefits of this transaction include, but are not limited to the following:
- Accretive to earnings, based on additive sales and cash flow.
- Acquisition of a strong brand and product line, supported by over 80 patents.
- Expansion of the Company’s product line to become a larger-scale supplier delivering integrated systems to customers.
- Diversification by product, customer and geography.
- Expansion of Aurora’s Chinese footprint in terms of customers, sales capabilities, technical resources, and product supply chain.
- Strengthening of strategic relationships, including BTi’s partnership with the University of New South Wales’ School of Photovoltaics and Renewable Energy Engineering, a global center of excellence within the PV industry.
- Greater breadth and depth of skills and capabilities ranging from sales to software.
- Synergies with research and development, product cross-selling and administration.
- Expansion of institutional ownership.
“We are delighted to announce this strategic acquisition that strengthens and accelerates the commercial development of our process control and yield management solutions,” said Gordon Deans, Aurora’s Chief Executive Officer. “Looking forward, our focus is to capitalize on this positive development by leveraging the two businesses and delivering our Insight data science product to the market, in order to drive growth and support our customers with an industry standard for yield management and process control systems.”
About Aurora Solar Technologies:
Aurora Solar Technologies is a leader in the development and delivery of inline process control and yield management solutions for solar cell manufacturers. We believe that solar power will be a dominant element in the renewable energy field, and our mission is to bring quality and profitability to every customer through superior control of critical processes during solar cell manufacturing.
Aurora’s products are used by some of the world’s most advanced and respected solar cell manufacturers. With headquarters near Vancouver, Canada, Aurora has operations in Shanghai, China, and partners in all major solar manufacturing markets. Aurora is a public company, traded on the TSX Venture Exchange (ACU) and is a two-time TSX-V Top 50 winner. Aurora’s website is located at www.aurorasolartech.com.
About Uniseed & BT Imaging
Uniseed is Australia’s longest running early-stage commercialisation fund that makes investments in research emanating from five of Australia’s leading research organisations – The University of Queensland, The University of Sydney, The University of New South Wales, The University of Melbourne and the CSIRO. Uniseed is a mutual fund, owned by research organisations, for research organisations. The fund facilitates the commercialisation of its research partners’ most promising intellectual property and secures targeted investment in resulting products and technologies. For more information, visit: https://uniseed.com
Uniseed first invested in BT Imaging, a spin-out of UNSW, in 2007 with an initial co-investment alongside venture fund Allan & Buckeridge (A&B). Subsequent investment rounds occurred in 2008, 2010, 2011 and 2013 alongside A&B, Applied Materials, AusSuper and MTAA Super. Uniseed’s total investment in BT Imaging is just under $2.5 million. The Company is focussed on the sale of equipment to support quality control during photovoltaic (PV) cell manufacture.