Novume
Intends to Acquire OpenALPR Technology,
Inc.
Disruptive Artificial Intelligence-Based Software Application
Enables Automated License Plate Reading Using Nearly Any IP Camera
System
CHANTILLY, VA / ACCESSWIRE / September 20, 2018 /
Novume
Solutions, Inc.
(NASDAQ: NVMM)
a holding company that integrates technology and human capital to
solve complex client challenges in today’s world, announced
today that effective September 17, 2018, it entered into a binding
letter of intent with
OpenALPR Technology,
Inc.
(OpenALPR). The letter of
intent sets forth the parties’ intent for Novume to acquire
the assets of OpenALPR. OpenALPR is a privately-held Boston,
Massachusetts-based company that is internationally recognized as a
leading provider of automated license plate reader (LPR) technology
used by both law enforcement and commercial
clients.
Brekford Traffic Safety, Inc.
(Brekford), a wholly-owned subsidiary of Novume,
has been working with OpenALPR since February 2018 to incorporate
OpenALPR’s technology into Brekford’s products and
services. Brekford is a leading public safety service
provider.
OpenALPR’s software is currently running on over 2,000
cameras, capturing millions of license plates per day, that are
operated by more than 400 clients in over 20 countries. Recent
OpenALPR assignments include incorporating its software with
approximately 1,000 fixed cameras as part of a city-wide
surveillance project in one of Mexico's largest urban areas.
OpenALPR’s software is also being piloted for use by one of
the world’s largest fast food companies to enhance their
customers’ drive-thru experience. A Fortune 20 company is
also evaluating the software to streamline logistics by matching
tractor and trailer license plates as shipments move between the
client’s distribution centers.
This transaction is subject to closing conditions, including
satisfactory completion of due diligence, entry into definitive
agreements, approval of the transaction by Novume’s board of
directors and consummation of a financing transaction.
“OpenALPR is a game changer within the LPR industry,
providing unparalleled accuracy of reads not only for license
plates, but also instantaneous identification of vehicle make,
model and color. More importantly, it can be deployed to work with
existing camera technology infrastructures in both law enforcement
and commercial channels,” said Robert Berman, Novume’s
CEO.
Matt Hill, OpenALPR’s CEO, said “We’re
enthusiastic to join forces with Novume in expanding their law
enforcement and government support capabilities. OpenALPR delivers
best-in-class solutions for LPR, by leveraging dramatic
advancements in artificial intelligence-based software development.
We are also excited about LPR growth potential in commercial
channels such as private security, logistics, and retail, where we
have recently made some significant inroads.”
Rod Hillman, Brekford’s President, said “OpenALPR has
proven to be the perfect fit for our
Argos Guardian Move
Over Camera
™ and has
important applications for our installed base of automated speed
and red-light camera systems in the US and
Canada.”
The acquisition is also expected to provide applications for other
Novume subsidiaries. “Equally exciting is the potential for
the existing business development units within our subsidiaries to
offer OpenALPR’s technology and solutions to a wide variety
of government, private industry and education clients and to take
advantage of OpenALPR’s proven capabilities in the area of
artificial intelligence. We are thrilled to integrate the OpenALPR
team within the Novume family of companies,” said
Berman.
Additional information regarding the transaction is available in
our Current Report on Form 8-K filed with the Securities and
Exchange Commission (SEC) on September 20, 2018, which is available
on the SEC Filings page of the Novume website.
About OpenALPR Technology, Inc.
OpenALPR builds software that enables automatic license plate and
vehicle recognition through virtually any IP camera. Its
industry-leading artificial intelligence-based solutions can be
hosted locally or in the cloud. Combined with its robust and
growing license plate database covering 60 countries,
OpenALPR’s software can identify in real time vehicle license
plate data, color, make, model and body type.
About Novume Solutions, Inc
.
Novume™ provides products and services to government and
private sector clients, with an emphasis on public safety, risk
management and workforce solutions. We are a holding company that
integrates technology and human capital to solve complex client
challenges in today’s world. We provide Solutions for a New
Generation™.
Forward-Looking Statements
This press release includes statements concerning Novume Solutions,
Inc. and its future expectations, plans and prospects that
constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. For this purpose, any statements that are not statements
of historical fact may be deemed to be forward-looking statements.
In some cases, you can identify forward-looking statements by terms
such as “may,” “should,”
“expects,” “plans,”
“anticipates,” “could,”
“intends,” “target,”
“projects,” “contemplates,”
“believes,” “estimates,”
“predicts,” “potential,” or
“continue,” by the negative of these terms or by other
similar expressions. You are cautioned that such statements are
subject to many risks and uncertainties that could cause future
circumstances, events, or results to differ materially from those
projected in the forward-looking statements, including the risks
that actual circumstances, events or results may differ materially
from those projected in the forward-looking statements,
particularly as a result of various risks and other factors
identified in our filings with the Securities and Exchange
Commission. All forward-looking statements contained in this press
release speak only as of the date on which they were made and are
based on management’s assumptions and estimates as of such
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otherwise.
Contact
Riaz
Latifullah
EVP
Corporate Development
info@novume.com
SOURCE:
Novume Solutions,
Inc.
###
September
17, 2018
Mr.
Matt Hill
OpenALPR
Technology, Inc.
177
Huntington Avenue #179700
Boston,
MA 02115
Re:
Letter of Intent
for the purchase of the assets of OpenALPR Technology,
Inc.
Dear
Mr. Hill:
The
purpose of this letter of intent (the “Letter”) is to
set forth the proposed terms and basic understanding of the parties
regarding the proposed purchase (the “Transaction”) by
Novume Solutions, Inc. (the “Buyer”) of all of the
right, title and interest of OpenALPR Technology, Inc. (the
“Seller”) in and to the assets (as hereinafter
described) upon the following general terms and
conditions:
1.
Assets to be Sold:
The Asset Purchase
Agreement (as herein defined) shall provide for the purchase by
Buyer from Seller, and the sale by Seller to Buyer, of all assets
of the Seller (the “Assets”). The Assets shall be
delivered free and clear from any and all encumbrances and
liabilities.
2.
Purchase Price:
The purchase price for
the Assets shall be $15,000,000 (the “Purchase Price”),
and payable in cash by same-day wire at the Closing. Seller has the
right, but not the obligation, to receive $5,000,000 of the
Purchase Price in shares of common stock of Buyer at a price per
share which shall equal $5.00 (the equivalent of 1,000,000 shares).
Seller shall notify Buyer 20 days prior to closing if the Seller
will elect to take the
above-reference
common stock as part of the purchase consideration.
3.
Closing Date:
The Buyer and Seller
hereby agree that the transaction contemplated herein shall close
not
later than February
28, 2019 (the “Closing Date”) which can be extended
only by mutual agreement of both parties. The closing of the
Transaction (the “Closing”) is conditioned on the
Buyer's receipt of cash proceeds from a proposed financing by the
Buyer in an amount necessary to finance the Transaction, pay
related fees and expenses and provide adequate ongoing working
capital, on such terms and conditions satisfactory to
Buyer.
4.
Broker:
Seller and Buyer represent to
each other that no
broker, finder or
investment banker is entitled to any brokerage, finder's or other
fee or commission in connection with the
Transaction.
5.
Employment Agreement:
Contemporaneous
with the Closing, Matt Hill will enter into an employment agreement
within the Buyer which shall provide for a salary of $150,000 per
year with a minimum three-year term and contain such other terms
consistent with the employment agreements of other executives of
the Buyer.
6.
Asset Purchase Agreement:
By October 17,
2018, the Buyer shall work in good faith to deliver to Seller a
draft Asset Purchase Agreement for the Transaction. Buyer and
Seller agree to work in good faith to execute the Asset Purchase
Agreement by October 31, 2018.
7.
Audit:
Seller agrees to provide all
information and cooperate with Buyer’s audit firm to conduct
an audit of Seller. Such audit shall be completed at the earliest
date possible consistent with the auditor’s schedule. Buyer
shall bear the cost of the audit.
8.
Confidentiality:
This Letter is
confidential to the parties and their representatives and is
subject to the confidentiality agreement entered into between Buyer
and Seller on August 30, 2018, which continues in full force and
effect.
Novume
Solutions, Inc. 14420 Albemarle Point Place, Suite 200, Chantilly,
VA 20151
OpenALPR
Technology, Inc.
September 17,
2018
Page
2
9.
Termination:
This Letter shall terminate
at the earlier of the Closing of the Transaction or the Closing
Date or February 28, 2019, whichever comes first. Buyer and Seller
agree to the Buyer’s exclusive right under this Letter to
purchase the Assets of the Seller until the earlier of the Closing
of the Transaction or the Closing Date or February 28, 2019,
whichever comes first.
10.
Due Diligence:
From, and after, the date
of this Letter, Seller will cooperate with Buyer and its advisors
to continue the Buyer’s due diligence review and will provide
any and all information necessary for the Buyer to execute this
transaction.
11.
Binding Agreement:
This Letter reflects
the intention of the Parties and shall be the binding and
enforceable obligation of the Parties.
12.
General
Provisions:
a.
Governing Law:
This letter shall be
governed by and construed in accordance with internal laws of the
State of Delaware, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Delaware or any
other jurisdiction) that would cause the application of laws of any
jurisdiction other than those of the State of
Delaware.
b.
Counterparts; Facsimile:
This Letter may
be executed in counterparts, each of which shall constitute an
original and all of which when taken together shall constitute one
and the same instrument and may be executed by facsimile
transmission, e-mail or electronically.
c.
Amendment:
This Letter, and any term or
provision hereof, may not be amended, modified, changed, altered,
waived, cancelled, rescinded or terminated, in whole or in part,
except by a writing executed by both parties hereto.
By
executing this Letter, Buyer and Seller acknowledge their authority
to enter into this Letter.
Please
indicate your acknowledgment by signing below.
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NOVUME
SOLUTIONS, INC.
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/s/ Robert
Berman
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By:
Robert Berman
Chief Executive Officer
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OPENALPR
TECHNOLOGY, INC.
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/s/ Matt
Hill
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