Medigus: Eventer Technologies Signed a Letter of Intent for Spin-Off and an approx. $13 million Reverse Merger

Rhea-AI Summary

Medigus Ltd. (Nasdaq: MDGS) announced a non-binding letter of intent with AI Conversation Systems Ltd. for a potential securities exchange agreement. This agreement will enable Medigus' subsidiary, Eventer Technologies Ltd., to become a wholly-owned subsidiary of AI Conversation Systems, acquiring 74.99% of its share capital, provided Eventer is valued at no less than $13 million. CEO Liron Carmel highlights the benefits of going public for Eventer, aiming for improved capital access and market expansion.

Positive

• Eventer's potential acquisition may enhance market access and operational expansion.
• Improved access to capital as a public company could facilitate growth in new markets.

Negative

• The transaction is contingent on Eventer's valuation being at least $13 million, introducing uncertainty.

The letter of intent was signed with a Tel-Aviv Stock Exchange listed company to hold 74.99% of the merged company

Tel Aviv, Israel, Nov. 16, 2022 (GLOBE NEWSWIRE) -- Medigus Ltd. (Nasdaq: MDGS), a technology company engaged in advanced medical solutions, innovative internet technologies, and electric vehicle and charging solutions, announced today that its 46.21% owned subsidiary, Eventer Technologies Ltd. ("Eventer"), software company engaged in the development of platforms enabling producers and venues to create virtual conferences and events including a smart ticketing solution, signed a non-binding letter of intent ("LOI") for a planned securities exchange agreement with AI Conversation Systems Ltd. (TASE: AICS) ("AI Conversation Systems"), an Israeli company traded on the Tel- Aviv Stock Exchange.

According to the LOI, the transaction will only be completed if Eventer is valued at least $13 million, as determined by an independent appraiser.

According to the LOI, Eventer will become a wholly owned subsidiary of AI Conversation Systems, and in exchange, Eventer will receive 74.99% of the issued and outstanding share capital of AI Conversation Systems.

"Eventer is the market leader in its field in Israel and becoming a public company will support its efforts to make its services more accessible," said Liron Carmel, CEO of Medigus. “As a public company, Eventer is expected to have improved access to capital which should enable it to expand operations and activities in Israel and new markets internationally.”

The securities exchange agreement, if signed, will be subject to customary closing conditions.

Eventer has developed a unique event management system that allows its customers to increase sales volume and reduce the resources invested in marketing tools solely intended to increase exposure and sales. Eventer has an exclusive license to use the Screenz.live platform that offers high-quality video conferencing for thousands of participants.

About Medigus

Based in Israel, Medigus Ltd. (Nasdaq: MDGS) is a technology company focused on innovative growth partnerships, mainly in advanced medical solutions, digital commerce and electric vehicle markets. Medigus' affiliations in the medical solutions arena include ownership in Polyrizon Ltd. and ownership in industry 4.0 company, ScoutCam Inc. The Company’s affiliates in digital commerce include Gix Internet Ltd., Jeffs' Brands Ltd. and Eventer Technologies Ltd. In the electric vehicle market, Charging Robotics Ltd. and Revoltz Ltd. are also part of the Company’s portfolio of technology solution providers. To learn more about Medigus’ advanced technologies, please visit http://www.medigus.com/.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on Medigus’ current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. For example, Medigus uses forward looking statement when describing the expected closing of the transaction, including the potential influence of Eventer’s business.

The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed in any filings with the SEC. Except as otherwise required by law, Medigus undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Medigus is not responsible for the contents of third-party websites.

Company Contact:
Tali Dinar
Chief Financial Officer
+972-8-6466-880
ir@medigus.com

Investor Relations Contact:
Dave Gentry
RedChip Companies Inc.
1-800-RED-CHIP (733-2447)
Or 407-491-4498
MDGS@redchip.com

FAQ

What is the purpose of the letter of intent signed by Medigus Ltd. regarding Eventer Technologies?

The letter of intent outlines a potential securities exchange agreement allowing Eventer to become a wholly-owned subsidiary of AI Conversation Systems.

What percentage of AI Conversation Systems will Eventer Technologies acquire?

Eventer Technologies will acquire 74.99% of the issued and outstanding share capital of AI Conversation Systems.

What is the valuation requirement for Eventer Technologies as per the LOI?

Eventer Technologies must be valued at no less than $13 million, as determined by an independent appraiser.

How does the potential acquisition impact Eventer Technologies' access to capital?

Becoming a public company is expected to improve Eventer's access to capital, facilitating its expansion efforts.

What are the expected benefits of Eventer becoming part of a public company?

The expected benefits include enhanced market access, operational expansion, and improved ability to raise capital for growth.