Sigma Additive Solutions Announces LOIs to Acquire Travel Technology Innovator NextTrip and Sell Assets of Quality Assurance Software to Strategic Buyer

Rhea-AI Summary

Sigma Additive Solutions, Inc. and NextTrip Holdings, Inc. have signed a non-binding letter of intent for Sigma's acquisition of NextTrip. The transaction is valued at approximately $48 million and will provide NextTrip the opportunity to become a publicly traded company on Nasdaq. NextTrip's recent acquisition of a scalable travel booking engine is expected to accelerate the company's business. The transaction is targeted to maximize shareholder value. NextTrip management believes that as a public company, they will have access to additional sources of capital for strategic growth initiatives. Existing Sigma shareholders will retain their equity interests. The transactions are expected to be completed in Q4 2023, subject to negotiation and execution of a definitive agreement, regulatory approvals, and other closing conditions.

Positive

• Sigma's acquisition of NextTrip provides an opportunity for NextTrip to become a publicly traded company on Nasdaq.
• NextTrip's recent acquisition of a scalable travel booking engine is expected to accelerate the company's business.

Negative

• None.

SANTA FE, N.M. & SUNRISE, Fla.--(BUSINESS WIRE)-- Sigma Additive Solutions, Inc. (NASDAQ:SASI) ("Sigma", "we," "our," or the "Company"), a leading provider of quality assurance software to the commercial 3D printing industry, and NextTrip Holdings, Inc., a travel technology company based in Sunrise, Florida (“NextTrip”), today announced the signing of a non-binding letter of intent (the “LOI”) for Sigma’s acquisition of 100% of the capital stock of NextTrip in exchange for shares of Sigma common stock constituting 19.99% of its outstanding common stock plus additional shares of Sigma common stock upon the achievement of post-closing milestone earnouts tied to the business performance of NextTrip. The parties have agreed to value Sigma shares for this purpose at $0.40 per share, giving the total transaction a starting valuation of approximately $48 million if all milestones are earned. The transaction, which will be subject to the negotiation and execution of a definitive agreement, will provide the opportunity for NextTrip to become a publicly traded company on Nasdaq. Separately, Sigma announced the signing of a non-binding letter of intent (LOI) to sell intellectual property assets related to its additive quality assurance product to a strategic buyer. The combination of the acquisition and sale of assets is targeted to maximize shareholder value.

NextTrip is an innovative travel technology company that specializes in using proprietary technology, analytics, and strategic partnerships to provide specialized travel solutions in leisure, wellness, and business travel.

• NextTrip recently completed the acquisition and integration of a scalable travel booking engine that, prior to the COVID-19 pandemic, had a 6 million + legacy customer database and generated over $400 million in bookings in 2019. The parties expect that the booking engine acquisition will act as a significant accelerator to the company’s business.
• NextTrip has assembled a new management team that brings deep experience across key areas of the travel industry including online travel distribution, wholesale distribution and travel technology. The team’s strong relationships and industry experience serve as a catalyst for positioning NextTrip as a significant player in the travel space.
• In 2023 NextTrip has established more than 200 direct relationships with blue-chip travel organizations, as well as major industry suppliers for air, hotel and other travel and travel-related services to ensure robust products and an offering of more than 2 million hotels worldwide.
• NextTrip management believes this transaction will be transformational since, as a public company, NextTrip is expected to have access to additional sources of capital on more favorable terms to fund strategic growth initiatives, as well as the ability to tap into adjacent markets and more efficiently scale existing operations.
• Existing Sigma shareholders and other equity holders will retain their equity interests in Sigma, which, if all business milestones of NextTrip are met, are expected to constitute a single-digit percentage of Sigma’s fully diluted equity.
• Following a period of strategic realignment which is tied to certain NextTrip business objectives, NextTrip's potential future initiatives will be focused on driving the company's renewed growth agenda, exploring strategic M&A to drive revenue synergies through the expansion of product and travel consumer offerings, and continuing to invest in the development of innovative technologies to connect travel customers for discovery and booking domestic and international destinations.
• At closing, NextTrip CEO William Kerby is expected to become CEO of the publicly traded company and NextTrip will have the right to appoint a seat to the board.
• Sigma’s existing board will be retained during the realignment period with NextTrip earning the right to designate additional board members and officers upon reaching business milestones.

Management Comments

Jacob Brunsberg, President and Chief Executive Officer of Sigma, stated, “With our focus on increasing shareholder value as we explored a variety of strategic alternatives, we believe a transaction with NextTrip provides a significant opportunity to participate in a leading travel brand with an array of product offerings and concierge services. The transaction would imply a solid valuation for Sigma and good positioning in public markets. As well, we have a clear path to add value from the sale of Sigma’s current assets in the business of process monitoring with our signed letter of intent from a strategic buyer to acquire the assets.

“NextTrip’s recently acquired scalable booking engine and platform offers numerous proprietary booking solutions allowing travelers to customize itineraries to meet their needs. We believe NextTrip’s leadership team is addressing a clear underserved demand for a differentiated and tailor-made approach in the online travel space. Our ambition is to allow NextTrip the ability to amplify its growth plans and expand its reach into new markets for the benefit of Sigma equity holders, while tying the issuance of additional equity to clear business objectives for NextTrip,” concluded Brunsberg.

Lyndsey North, President of NextTrip, commented, “The transaction with Sigma will establish a partnership and path forward to accelerate growth. As NextTrip continues to roll out key technology developments and grow our footprint in the travel space, we believe the relationship with Sigma will bring additional leverage and momentum. The efforts of the NextTrip team to drive the business forward have established the brand and positioned it to be a disruptive force in the industry. We look forward to continued growth and product development. NextTrip’s commitment to customer service, our deep supplier relationships and proprietary technology uniquely position us for a strong trajectory across multiple segments of the travel market.”

Key Transaction Highlights

• The transactions are expected to be completed in the fourth quarter of 2023, subject to the negotiation and execution of the definitive acquisition agreement, regulatory and shareholder approvals and other customary closing conditions. In connection with the transactions, Sigma is expected to change its name to NextTrip, Inc. and to be listed on Nasdaq under a new trading symbol reflecting the NextTrip name.
• Until the NextTrip transaction closes, Sigma Additive Solutions and NextTrip will remain separate, independent companies and will continue to operate as such.
• Lake Street Capital Markets is acting as exclusive financial advisor to Sigma.

About NextTrip:

NextTrip is a technology-driven platform delivering innovative solutions for business and leisure travel. NextTrip Leisure provides individual and group travelers with vacations to the most popular and sought-after destinations in Mexico, the Caribbean and across the world. NextTrip Business is an online corporate travel and expense management solution with a large inventory of travel options and discounted rates. NextTrip Solutions offers travel technologies that make the jobs of alternative lodging property managers, wholesalers, distributors and other travel industry players easier and more efficient. For more information and to book a trip, visit www.NextTrip.com.

About Sigma Additive Solutions

Sigma Additive Solutions, Inc. is a leading provider of in-process quality assurance (IPQA™) solutions to the additive manufacturing industry. Sigma specializes in the development and commercialization of real-time monitoring and analytics known as PrintRite3D® for 3D metal and polymer advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing process, enabling significant cost-savings and production efficiencies by reducing waste, increasing yield, and shortening cycle times. Sigma believes its software solutions may be a major catalyst for the acceleration and adoption of industrial 3D printing.

Forward-Looking Statements

This press release contains "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 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs such as "will," "should," "would," "may," and "could" are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, Sigma’s ability to successfully negotiate a definitive acquisition agreement with NextTrip and the prospective purchase of its intellectual property assets, obtaining shareholder approval of the NextTrip transaction, and other conditions to completion of the acquisition, and complete the acquisition and any related transactions, and, failing that, to satisfy its capital needs through increasing its revenue and obtaining additional financing or implement an possible alternative strategic transaction. Sigma disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact Sigma’s forward-looking statements, please see disclosures contained in Sigma's public filings with the SEC, including the "Risk Factors" in Sigma's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and which may be viewed at www.sec.gov.

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Sigma Additive Solutions Contact

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

SASI@mzgroup.us

www.mzgroup.us

Source: Sigma Additive Solutions, Inc.