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CODEIFAI LIMITED — Capital/Financing Update 2015
May 6, 2015
64630_rns_2015-05-06_dee70af4-31f9-4dd0-9d46-85155a25a356.pdf
Capital/Financing Update
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ASX: YPB
ASX/MEDIA ANNOUNCEMENT 07 May 2015
YPB Group completes acquisition of leading security Company
Highlights
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YPB has completed the acquisition of leading security Company, IPP Group
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IPP Group acquisition brings enormous synergy and benefit to YPB
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Value accretive due to IPP Group’s existing contracts and revenue streams
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IPP technology has been used in over 100 million “e-passports” so far globally
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Acquisition can accelerate YPB’s drive into new revenue streams including passport security and forensic services
The Board of anti-counterfeiting technology Company YPB Group Limited (ASX: YPB) (YPB, the Company) is pleased to announce that it has completed the acquisition of leading security consultancy company, Intellectual Product Protection Group Limited (IPP Group).
YPB recently announced it had entered into a binding Letter of Intent (LOI) to acquire IPP Group (ASX announcement, 16 March 2105), and is now pleased to have finalised the acquisition.
The acquisition ideally complements YPB’s business model to strategically expand its anti-counterfeit technology footprint globally to help governments, brands and consumers monitor and detect counterfeit goods and services, and minimise loss of earning from counterfeiting.
IPP Group has specialised in providing high security programs to Governments, major brands and Fortune 500 companies. As an example of IPP’s technology and leadership in the field of Government security, IPP’s proprietary technology has so far been used in over 100 million “e Passports” around the world. In addition, IPP is a supporting member of the US Government Homeland Security’s GENESIUS program. Its business is focused on USA and the Asian region where many Fortune 500 companies have major manufacturing plants and is also a large source of counterfeit. IPP Group is headquartered in Thailand and has offices in USA and Singapore. YPB intends to maximize IPP’s reach into these programs and to add our own technology to complement and supplement IPP’s current offerings.
IPP will bring specific expertise to YPB in the areas of anti-counterfeit technology used in passports and other government documents. It has current engagements with some of the world’s best-known brands, and forensic service provision to brands. YPB intends to expand IPP’s “forensic laboratory” activities to China and house this activity in its Beijing headquarters to access revenues from provision of these services to China.
The key terms of the acquisition are as follows;
YPB will acquire 100% of all the assets of IPP Group for a total consideration of up to US$500,000, comprising the following components;
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YPB fully paid ordinary shares to the value of US$300,000.00 escrowed for a period of 12 months, valued at the 30 day Value Weighted Average Price of YPB shares calculated from the date of execution of the LOI (16 March 2015) (0.333c);
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US$100,000.00 in cash at the closing of the transaction;
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US$100,000.00 in cash based on the IPP Group business achieving certain agreed milestones over the 12 month period immediately following the completion of the transaction.
Having completion the acquisition, IPP Group founder and President Tim Merchant will join YPB’s Executive Committee and Senior Team. Mr. Merchant has 30 years security industry experience, including with the US Government document security in passports and visas, and will bring substantial experience, capability and opportunity to YPB.
YPB welcomes Mr. Merchant to YPB and looks forward to working with him and his team moving forward.
YPB will continue to pursue appropriate strategic acquisitions which compliment the Company’s business model to be a global leader in the provision of anti-counterfeit products and services.
Background on IPP Group
YPB will benefit from IPP Group’s established networks both in major Asian markets and the USA and will work with the IPP Group to integrate its team and service offerings into YPB’s portfolio of anti-counterfeit focused products and services.
IPP Group provides services and support across a number of areas including; planning and implementing brand protection programs, evaluations and recommendations of technology and methodology to protect intellectual property, audits of OEMs, contract manufacturers and other source suppliers, security designs and technical specifications for banknotes, ID and product packaging plus reverse engineering of technology.
YPB Executive Chairman and CEO Mr. John Houston said:
“We are extremely pleased and excited to have completed the acquisition of the IPP Group business and to welcome the current IPP team to YPB as well. We see the acquisition as being highly complementary and synergistic to the goals and objectives of YPB to be a global leader in the provision of anti-counterfeit technology and solutions. IPP Group has a highly successful track record in providing security services and advice to governments and major brands and companies in USA and Asia, and with the acquisition completed we now look forward to integrating the IPP Group business into YPB, and utilising the combined skills of the groups to grow the YPB business and product offering. Acquiring IPP and integrating it’s team also gives YPB a strong foothold into the ASEAN region with a current strong team in place in Bangkok.”
IPP founder Mr. Tim Merchant said:
“IPP is excited to join YPB and to use our combined 100 years experience in the field of anticounterfeit and Government security to accelerate YPB’s ambitions globally. I believe that with YPB’s resources, technology and geographical reach, IPP’s current revenues and business can quickly be grown to significantly add value to YPB. Having personally reviewed anti-counterfeit technologies globally for many years, I believe that YPB’s products are world class, best in breed and becoming more applicable as Governments and Companies increase their spend to fight counterfeit.”
For further information please contact;
Mr. John Houston CEO YPB Group Limited T: +61 458 401 088 E: [email protected]
Mr. Robert Whitton Director and Company Secretary YPB Group Limited T: +61418962212 E: [email protected]
Media and Investor Inquiries Lead Manager James Moses Greg Wood Media and Investor Relations Managing Director Mandate Corporate KS Capital T: +61 420 991 574 T: +61 416 076 377 E: [email protected] E: [email protected]
About YPB Group
YPB Group (ASX:YPB) is a leading worldwide solutions provider in brand protection, product authentication and anti-counterfeit technology listed on ASX in Australia and operating in China, USA, Australia and South East Asia. The company has developed innovative technologies that PROTECT and DETECT. YPB’s Patented Tracer and scanner solutions PROTECT products from the risks of counterfeit and diversion. Brand Reporter powered by YPB allows Brands, Governments and consumers to DETECT the incidence of counterfeit.
YPB’s solutions are customizable to the market needs and we are continuing to create innovative new products for brands, manufacturers, retailers, governments and consumers.
PROTECT
YPB has developed patented invisible Tracer material that can be embedded into products and packaging during or after the manufacture process. The Tracers are inexpensive and cannot be seen, removed or destroyed.
Using YPB’s handheld scanner the Tracer can then be detected in products to determine if they are real or fake.
YPB currently has contracts in place with major packaging and product manufacturers in China and is growing in the USA, Australia and Thailand.
DETECT
Brand Reporter is YPB’s technology platform designed for Governments, Brands and consumers to identify, manage, track and report counterfeit or divergent products within supply chains or at point of sale. The customised solutions are simple and easily deployed applications available on all popular smartphones.
Brand Reporter also utilizes crowd sourcing information and allows consumers to interact with products in the market using QR codes, track and trace, product scanning and consumer engagement features which can be customised to specific needs.
Beijing
Los Angeles
Sydney
Bangkok
About Intellectual Product Protection Group (IPP Group)
IPP Group is a security consulting company focused in the area of high security (government) and brand security. It has years of combined experience in designing security documents, security products and systems and provides governments, corporations and intellectual property owners with solutions for deterrence against fraud, simulations, counterfeits, and grey market and product diversions.
IPP has registered offices in the USA, Singapore, China and Thailand, and also has staff in the Philippines and Vietnam.
IPP focuses much of its service on the Asian region due to the fact that many Fortune 500 companies now outsource much of their manufacturing to the region. Services and support are offered in the following areas:
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Planning and implementing a brand protection programs
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Evaluation and recommendations of technology and methodology to protect intellectual property
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Audits of OEMs, contract manufacturers and other source suppliers
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Forensic laboratory examinations
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Product development
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Security designs and technical specifications for banknotes, ID and product packaging
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Independent and unbiased third party examinations of technology
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Reverse engineering of technology
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Evaluation of proposals and testing against technical specifications
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Creation and/or evaluation of requests for proposal
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Training on security ID for embassies, consulates, law enforcement agencies and banks
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Training on consumer brand security for brand owners, customs officials and law enforcement agencies