AVCtechnologies Announces Definitive Agreement to Divest Computex Technology Solutions to Focus on Kandy Platform

AVCtechnologies Announces Definitive Agreement to Divest Computex Technology Solutions to Focus on Kandy Platform

The sale will also further strengthen AVCtechnologies’ financial position

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ATLANTA, Jan. 27, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (“AVCtechnologies” or the “Company”) (Nasdaq: AVCT), a trusted partner providing best-in-class cloud-based solutions to global enterprise customers, today announced it has executed a definitive agreement to sell its Computex Technology Group (Computex) business to Calian Group Ltd. (Calian) (TSX: CGY), which will complete AVCtechnologies’ transition to a pure-play cloud communications and collaboration company, centered on its premium Kandy platform.

The proceeds from the sale along with use of cash on hand are expected to leave AVCtechnologies debt-free and allow long-term value creation for its shareholders. AVCtechnologies’ recently completed share registration related to warrants issued in prior transactions will, if all the issued warrants are exercised, based on the warrant exercise prices which currently range from $1.50 to $2.00 per share, result in the receipt of over $40 million in incremental cash proceeds, fully funding its strategic growth initiatives including the recently announced partnerships with Braidio and Etisalat.

AVCtechnologies also recently announced that Michael Tessler had joined its Board as Chairman. Tessler is the founder and former CEO of Broadsoft, one of the world’s largest Unified Communications as a service (UCaaS) platform providers, which was sold to Cisco in 2018 for $1.9 billion. Cloud communications represents a fast-growing total addressable market that is expected to grow at least in the low-teens CAGR over the next four years to $100 billion1.

AVCtechnologies’ Kandy platform, which it acquired in December 2020, is one of the largest pure-play providers of Unified Communications as a Service (UCaaS), Contact Center as a Service (CCaaS), Communications Platform as a Service (CPaaS), and Direct Routing as a Service (DRaaS) for enterprise customers and has consistently generated above-market revenue growth rates. AVCtechnologies previously announced projected revenues of its Kandy Business Unit to grow from $14.3 million in 2020 to approximately $18.8 million in 2021 and to more than $37 million in 2022. The significant projected growth is driven by 505% year-over-year subscriber growth (90% CAGR) from January 2019 to November 2021.

Darrell J. Mays, CEO of AVCtechnologies, said “Our white-label relationships with key telecommunication companies and technology vendors, global carrier-grade connectivity, and proven SD-WAN integration position AVCtechnologies as a premier cloud communications provider poised to gain market share.”

AVCtechnologies acquired Computex, an award-winning IT solutions provider specializing in data centers, enterprise networking, cloud, cybersecurity, and managed services, in April 2020.

“We have been pleased with the growth of Computex’s VAR and Managed Services businesses since acquiring the business in 2020; however, with our newly dedicated focus on our core Kandy cloud communications and collaboration technologies, we decided to divest Computex and believe the business will continue to thrive under Calian’s ownership,” said Mays.

The closing of the transaction is subject to shareholder approval and other customary closing conditions. Shareholders holding more than 50% of AVCtechnologies’ outstanding common stock have signed voting agreements to support the transaction.

Truist Securities, Inc. is serving as sole financial advisor and Greenberg Traurig LLP is serving as legal counsel to AVCtechnologies.

1Sources: IDC UC and Collaboration 2019-2025 May 2021, Juniper CPaaS: Future Market Outlook & Emerging Opportunities 2020-2025 July 2021, Company Estimates, September 2021

About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”; Nasdaq: AVCT) is a premier global cloud communications offering proprietary UCaaS, CPaaS, and CCaaS capabilities. Our mission is to provide global technology solutions with a superior customer experience. For more information, visit https://www.avctechnologies.com.

About Kandy
Kandy, an AVCtechnologies company, is a cloud-based, real-time communications platform offering proprietary UCaaS, CPaaS, CCaaS, Microsoft Teams Direct Routing as a Service, and SIP Trunking as a Service capabilities. Kandy enables service providers, enterprises, software vendors, systems integrators, partners, and developers to enrich their applications and services with real-time contextual communications, providing a more engaging user experience. With Kandy, companies of all sizes and types can quickly embed real-time communications capabilities into their existing applications and business processes. For more information visit kandy.io

About Computex Technology Solutions
Computex Technology Solutions is an award-winning solutions provider that enables its clients to grow, differentiate and evolve their business via innovative and proven technology. An American Virtual Cloud Technologies IT service management company (AVCtechnologies), Computex combines its over 30 years of hands-on experience with its unparalleled processes to deliver enterprise networking, cloud and cybersecurity data center solutions, as well as managed services, that meet each of its customers’ unique IT, business and budgetary goals. To learn more, please visit: https://computex.net/ or call 888-335-2789.

Cautionary Note Regarding Forward-Looking Statements
This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the closing of the sale of the Company’s Computex business and the anticipated proceeds thereof, the Company’s planned repayment of its outstanding indebtedness, the Company’s projections, estimates and forecasts of revenue and other financial and performance metrics, the exercise of outstanding warrants issued by the Company and the anticipated proceeds thereof, and planned future growth. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements, including as a result of the uncertainty associated with being able to complete the planned sale of the Company’s Computex business, and the impact of the proposed Computex sale on the Company’s business, including its financial and operating results and its employees and clients. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in the Company’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which the Company operates; the Company’s substantial indebtedness; risks associated with the potential effects of COVID-19 on the Company’s business; risks that the planned sale of the Company’s Computex business will not be consummated as expected; ability to retain key personnel; the potential impact of consummation of the planned disposition of the Company’s Computex business on relationships with third parties, including customers, employees and competitors; conditions in the capital markets; and those factors discussed in the Company’s amended annual report on Form 10-K filed with the SEC on May 14, 2021 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this report. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact:
Info@avctechnologies.com

 

AVCtechnologies Welcomes Michael Tessler to its Board as Chairman

AVCtechnologies Welcomes Michael Tessler to its Board as Chairman

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ATLANTA, Jan. 07, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies, Inc. (AVCtechnologies) (Nasdaq: AVCT), a premier global IT solutions and cloud communications provider, today announced the appointment of Michael Tessler as Chairman of its Board of Directors.

A technology and telecommunications industry pioneer, Tessler brings more than 20 years of extensive experience growing and scaling technology businesses across the world. Tessler was the co-founder and former CEO of BroadSoft, a first mover in the foundation of a new industry, migrating enterprise communications to the cloud.

As CEO, Tessler helped to transform BroadSoft from start-up to a clear market leader, spearheading the adoption of new technology solutions with 2,000 employees servicing customers in more than 80 countries. Additionally, Tessler led BroadSoft’s navigation of significant business transitions including the company’s 2010 Initial Public Offering on Nasdaq and its eventual sale to Cisco for $1.9 billion in 2018, where he subsequently led the integration of BroadSoft into Cisco’s Collaboration business unit. Prior to co-founding BroadSoft, Tessler held numerous senior engineering, sales, and management roles at Celcore and Nortel.

This announcement comes at an exciting time of growth for AVCtechnologies which previously announced its strategic focus on the company’s cloud communications business unit, Kandy.

“We are honored to have Michael join our team as Chairman of AVCtechnologies,” said former Chairman Larry Mock. “Michael is a titan of the industry, having devoted his career to bringing advanced communication systems to market. His extensive experience leading a public cloud communications company where he completed more than 20 acquisitions will be an invaluable asset to our busines, and I look forward to working with him on AVCtechnologies’ growth strategy as a Board Director.”

“I am excited to take on this role at such an exciting time for AVCtechnologies,” said Mr. Tessler. “I am looking forward to the opportunity to work with such an incredible company and leadership team.”

About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”; Nasdaq: AVCT) is a premier global IT solutions provider offering a comprehensive bundle of services including unified cloud communications, managed services, cybersecurity, and enhanced connectivity. Our mission is to provide global technology solutions with a superior customer experience. In 2020, American Virtual Cloud Technologies, Inc., acquired Computex Technology Group and Kandy Communications. For more information, visit https://www.avctechnologies.com.

Contact:
Info@avctechnologies.com

AVCtechnologies Announces Filing of Resale Registration Statement as Part of Funding Plan

AVCtechnologies Announces Filing of Resale Registration Statement as Part of Funding Plan

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ATLANTA, Jan. 03, 2022 (GLOBE NEWSWIRE) — American Virtual Cloud Technologies (AVCtechnologies; Nasdaq: AVCT) announced that it has filed a resale registration statement on Form S-3 as part of several initiatives to raise growth capital and improve liquidity through an increased share float. Pursuant to its recent S-3 filing, AVCtechnologies has completed the registration of 37,916,668 shares which underlie warrants that were previously issued in accordance with previously announced financing transactions. These financings are a critical step in the company’s fundraising plan and will enable it to execute on its strategic growth initiatives such as the recently announced partnerships with Braidio and Etisalat.

If all the warrants issued in the previously announced financing transactions are exercised, AVCtechnologies would receive approximately $41 million in incremental cash on its balance sheet, based on the warrant exercise prices, which currently range from $1.50 to $2.00 per share. To date, the Company has already raised approximately $35 million from the previously announced financing transactions. Full exercise of these warrants would also increase the public float of AVCtechnologies stock by nearly 19 million shares, as only half of the registered shares will actually be issued absent any adjustments to the terms of the warrants. The resale registration statements filed in connection with the financing transactions have registered 200% of the number of shares currently issuable upon exercise of the warrants, to comply with obligations under the transaction documents to “over-register” shares to provide for potential repricing of warrant strike prices without the need for additional registration statement filings. No dilution will occur from any non-issued registered shares.

Larry Mock, Chairman of the Board of AVCtechnologies, said, “With the latest S-3 filing, Phase I of our funding plan is complete and the Company will benefit from increased liquidity in the marketplace to the extent the remaining warrants are exercised. We are now in position to execute on Phase 2 of our funding strategy, the planned divestiture of Computex Technology Group, the proceeds from which, coupled with the Phase 1 proceeds, are expected to completely eliminate the Company’s debt and fully fund our plan.”

Darrell J. Mays, CEO of AVCtechnologies, said, “Any additional capital received from the sale of these securities will be beneficial as we continue to expand our product offerings and accelerate our existing growth strategies with large enterprise customers.” AVCtechnologies previously announced that revenues of its Kandy Business Unit are projected to grow from $14.3 million in 2020 to approximately $18.8 million in 2021 and to more than $37 million in 2022.

About American Virtual Cloud Technologies, Inc.
American Virtual Cloud Technologies, Inc. (“AVCtechnologies”; Nasdaq: AVCT) is a premier global IT solutions provider offering a comprehensive bundle of services including unified cloud communications, managed services, cybersecurity, and enhanced connectivity. Our mission is to provide global technology solutions with a superior customer experience. In 2020, American Virtual Cloud Technologies, Inc., acquired Computex Technology Group and Kandy Communications. For more information, visit https://www.avctechnologies.com.

Caution Regarding Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, the Company’s plans to divest Computex Technology Group and to identify and/or complete suitable acquisitions, the consummation of the financing contemplated by the securities purchase agreement dated December 13, 2021, the exercise of outstanding options issued by the Company, and planned future growth. The Company’s actual results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements, including as a result of the uncertainty associated with being able to identify, evaluate and complete any strategic transaction, the impact of any strategic transaction that may be pursued on the Company’s business, including its financial and operating results and its employees and clients. These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in the Company’s clients’ preferences, prospects and the competitive conditions prevailing in the industries in which the Company operates; the Company’s substantial indebtedness; risks associated with the potential effects of COVID-19 on the Company’s business; risks that the recently-acquired Kandy Communications business will not be integrated successfully; ability to retain key personnel; the potential impact of consummation of the Kandy Communications acquisition on relationships with third parties, including customers, employees and competitors; conditions in the capital markets; and those factors discussed in the Company’s amended annual report on Form 10-K filed with the SEC on May 14, 2021 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this report. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.