SaverOne Enters into Term Sheet to Acquire Assets and Operations of Micronet Ltd.

Rhea-AI Summary

SaverOne 2014 Ltd. (Nasdaq: SVRE) (TASE: SVRE) announced the strategic acquisition of certain operations, products, and IP of Micronet Ltd., a developer of advanced telematics systems cameras and Driver Monitoring Systems (DMS). The acquisition is expected to broaden SaverOne's product portfolio and customer base, accelerating its go-to-market strategy in the US market. The deal is anticipated to be immediately accretive to SaverOne. The final deal terms will be closed after a due-diligence process, with majority consideration being contingent payments tied to the acquired operation's performance. The deal is expected to be signed and closed in early 2024.

Insights

Financial Analyst

The strategic acquisition of Micronet Ltd.'s operations, products and IP by SaverOne 2014 Ltd. is a significant move that could potentially enhance SaverOne's market position in transportation safety solutions. The deal is structured with a majority of the consideration being contingent payments, which aligns the cost with the acquired operations' performance, potentially mitigating financial risk. The immediate accretion to SaverOne post-acquisition suggests a positive impact on earnings per share, indicating a beneficial financial maneuver for SaverOne's shareholders.

Assuming all of Micronet Ltd.'s customer obligations may present risks associated with product warranties and service requirements, but compensation from Micronet Ltd. for these services could offset these risks. The expansion into the US market and the integration of Micronet's products with SaverOne's existing offerings may provide a competitive edge and open up new revenue streams. However, the long-term success will depend on the effective integration of the operations and the realization of the projected synergies.

Industry Analyst

The acquisition of Micronet's telematics systems and Driver Monitoring Systems (DMS) positions SaverOne to capitalize on the growing demand for advanced transportation safety technologies. The integration of next-generation cameras and DMS into SaverOne's product line could offer a more comprehensive safety solution, appealing to a broader customer base. The focus on the US market is strategic, given its size and the increasing regulatory push for enhanced vehicle safety features.

However, the successful penetration of the US market will require not only technological prowess but also effective sales and marketing strategies. The transportation safety industry is competitive, with established players and emerging technologies. SaverOne's ability to leverage Micronet's existing US customer base could be a critical factor in gaining a foothold in this market.

Legal Expert

The acquisition process includes a due-diligence phase, which is crucial for identifying potential legal and financial liabilities associated with Micronet Ltd.'s operations and obligations. The nature of contingent payments in the deal structure may require careful legal crafting to ensure that the performance metrics are clearly defined and enforceable. Additionally, the assumption of customer obligations by SaverOne introduces legal responsibilities that must be managed effectively to avoid potential disputes or reputational damage.

Intellectual property (IP) rights are a critical asset in technology acquisitions and the transfer of IP from Micronet to SaverOne must be executed meticulously to ensure that all legal protections are maintained. The mention of a strong IP suite, including DMS products and cameras, highlights the importance of IP due diligence in this transaction.

Will Expand SaverOne's product line and upon closing of the acquisition is expected to be immediately accretive to SaverOne 

PETAH TIKVAH, Israel, Dec. 20, 2023 /PRNewswire/ -- SaverOne 2014 Ltd. (Nasdaq: SVRE) (TASE: SVRE), a technology company specializing in transportation safety solutions, today announced that it has signed a term sheet for the strategic acquisition of certain operations, products and IP of Micronet Ltd., a developer of advanced telematics systems cameras and Driver Monitoring Systems (DMS). Upon closing of this acquisition, it will broaden SaverOne's product portfolio and customer base, and is expected to accelerate SaverOne's go-to-market strategy in the US market.

Micronet Ltd. is a publicly traded company on the Tel Aviv Stock Exchange, under the ticker MCRNT. SaverOne's management expects the acquisition of the Micronet Ltd. operations and assets that are to be acquired, will be immediately accretive to SaverOne following the closing.

The final deal terms are expected to be closed after concluding a due-diligence process. The majority of the consideration for the operations and assets will be contingent payments, related to the acquired operation's performance. In addition, SaverOne will assume all Micronet Ltd.'s prior obligations towards its customers, mainly including product warranties, customer service, returns, repairs, etc., and SaverOne will be compensated by Micronet Ltd. in future in connection with the provision of these services.

The deal is expected to be signed and close in early 2024.

"We are very pleased to announce this first step towards the acquisition of certain Micronet assets, IP and operations which is expected to enhance and broaden SaverOne's product portfolio and customer base," commented Ori Gilboa, CEO of SaverOne. "Aligned with our strategy, we see strong synergies with SaverOne's existing activities, leveraging the addition of Micronet's product portfolio. Micronet's customer-base in the United States is expected to create strong added-sales opportunities for SaverOne systems. We believe that we are acquiring a strong IP suite, including a leading DMS product and next-generation cameras that well compliment our existing product lines. We are also pleased that the acquisition is expected to be accretive from day one, leveraging on SaverOne's existing engineering, sales and marketing infrastructure. This transaction represents potential immediate revenue growth given Micronet's product suite including a new integrated Camera with our DDPS product, as well as opportunities for additional new customers, particularly in the United States."

About the SaverOne System
SaverOne's system is installed in vehicles to provide a solution to the problem of driver distraction, as a result of drivers using distracting applications on the mobile phone while driving, in a way that endangers their safety and the safety of their passengers. This phenomenon is considered one of the main causes of road accidents in the world. According to the US National Highway Traffic Safety Administration, the annual cost of road accidents just in the United States, stands at about $870 billion each year, excluding the costs of serious injury or death, with a quarter of those accidents estimated to be related to the use of the mobile phones while driving. SaverOne's technology specifically recognizes the driver area in the vehicle and prevents the driver from accessing distracting applications such as messaging, while allowing others (e.g. navigation), without user intervention or consent, creating a safer driving environment.

SaverOne's primary target markets include commercial and private vehicle fleets that are interested in reducing potential damages and significant cost, vehicle manufacturers that are interested in integrating safety solutions to their vehicles, and insurance and leasing companies. SaverOne initially addresses car fleets with focus on the Israeli, European and US markets, as well as other markets around the world. SaverOne believes that ultimately increased focus on monitoring and prevention of cellular distraction systems in vehicles, in particular driven by upcoming expected EU regulation, will likely have a dramatic positive impact on the demand for its systems in the future.

The Company's strategy is to provide its technology for installation to customers in the aftermarket as well as address OEM vehicle manufacturers, to install the Company's protection technologies during the vehicle manufacturing process.  

About SaverOne 
SaverOne is a technology company engaged in the design, development and commercialization of OEM and aftermarket solutions and technologies, to lower the risk of, and prevent, vehicle accidents.

SaverOne's initial line of products is a suite of solutions that saves lives by preventing car accidents resulting from distraction from the use of mobile phones while driving. SaverOne is also developing a sensor system for early location and direction detection under all visibility conditions of vulnerable road users (VRU) through their cellphone footprint.

Learn more at https://saver.one/

Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act and other securities laws that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding SaverOne's planned acquisition of certain Micronet Ltd. assets and operations, the timing of entry into a definitive agreement and closing as well as SaverOne's strategic and business plans, technology, relationships, objectives and expectations for its business, the impact of trends on and interest in its business, intellectual property or product and its future results, operations and financial performance and condition, and may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will" "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on SaverOne's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Many factors could cause SaverOne's actual activities or results to differ materially from the activities and results anticipated in such forward-looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the ability of our technology to substantially improve the safety of drivers; our planned level of revenues and capital expenditures and our ability to continue as a going concern; the ability of our technology to substantially improve the safety of drivers; our ability to market and sell our products; our plans to continue to invest in research and development to develop technology for both existing and new products; our intention to advance our technologies and commercialization efforts; our intention to use local distributors in each country or region that we will conduct business to distribute our products or technology; our plan to seek patent, trademark and other intellectual property rights for our products and technologies in the United States and internationally, as well as our ability to maintain and protect the validity of our currently held intellectual property rights; our expectations regarding future changes in our cost of revenues and our operating expenses; our expectations regarding our tax classifications; interpretations of current laws and the passage of future laws; acceptance of our business model by investors; the ability to correctly identify and enter new markets; the impact of competition and new technologies; general market, political and economic conditions in the countries in which we operate; projected capital expenditures and liquidity; our intention to retain key employees, and our belief that we maintain good relations with all of our employees; any resurgence of the COVID-19 pandemic and its impact on our business and industry; the declared war by Israel against Hamas and the military campaigns against Hamas and other terrorist organizations, which may exacerbate the magnitude of the factors discussed above; and other risks and uncertainties, including, but not limited to, the risks detailed in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the "SEC") on April 27, 2023 and in subsequent filings with the SEC. Forward-looking statements contained in this announcement are made as of this date, and SaverOne undertakes no duty to update such information except as required under applicable law.

International Investor Relations Contact:
Ehud Helft
+1 212 378 8040
saverone@ekgir.com 

Israeli Investors Contact:
Jonathan Eilat
John@theinvestor.co.il 

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SOURCE SaverOne

FAQ

What did SaverOne announce?

SaverOne 2014 Ltd. (Nasdaq: SVRE) (TASE: SVRE) announced the strategic acquisition of certain operations, products, and IP of Micronet Ltd., a developer of advanced telematics systems cameras and Driver Monitoring Systems (DMS).

What is the expected impact of the acquisition on SaverOne?

The acquisition is expected to broaden SaverOne's product portfolio and customer base, accelerating its go-to-market strategy in the US market. It is also anticipated to be immediately accretive to SaverOne.

When is the deal expected to be closed?

The deal is expected to be signed and closed in early 2024.

What are the final deal terms contingent upon?

The final deal terms will be closed after a due-diligence process, with majority consideration being contingent payments tied to the acquired operation's performance.

Who commented on the acquisition?

Ori Gilboa, CEO of SaverOne, commented on the acquisition, expressing optimism about the strategic synergies and potential immediate revenue growth from the deal.