Antares Vision Group Acquires rfXcel to Expand its Software Capabilities

February 16, 2021

TRAVAGLIATO (BRESCIA-ITALY): Antares Vision, a leading global provider of intelligent Track & Trace (T&T), Inspection and Smart Data Management solutions for the lifescience and food & beverage sectors, has entered into an agreement for the acquisition of rfXcel Corporation, a leading US-based Software-as-a-Service (SaaS) company serving the lifescience and food & beverage sectors, for an upfront consideration of $120 million on a debt free and cash free basis. The parties have also agreed to an additional potential deferred cash consideration of upto $30 million payable in Q1 2023 by Antares Vision to rfXcel's current shareholders, should certain cash-in targets be reached. The earn-out payment is linked to the collection of upto $19 million of cash from certain specific existing contracts, underpinning recurring subscription revenues and currently sitting outside of rfXcel's standalone business plan. The acquisition is expected to close in March 2021.

The key highlights of the acquisition are: rfXcel's Al-enabled SaaS platform more than doubles Antares Vision Group's software business and adds high share of contracted, recurring & scalable revenues; combining rfXcel's industry leading software platform with Antares Vision's T&T complete solution will significantly enhance value for lifescience and food & beverage customers in North America, Europe & Asia; Antares Vision will leverage rfXcel's software to continue to drive global growth & expand into new market segments requiring end-to-end supply chain digitalization solutions; and the acquisition is expected to be accretive to Antares Vision's revenue growth, EPS and free cash flow from year-1 (before synergies).

Together with rfXcel, the Antares Vision makes an important headway to provide full stack end-to-end digital solution enabling traceability, serialization processing, regulatory compliance and gathering & monitoring of real-time data to optimize and streamline customers' supply chains while providing complete end-to-end visibility: from the product ingredients and raw materials to the end customer experience. Commenting on the acquisition, Emidio Zorzella, Chairman & CEO of Antares Vision said, "Demand for traceability and serialized products & services has increased significantly over the last few years, and this transaction accelerates our ability to offer best-in-class propositions in all our key reference sectors, lifescience and food & beverage. We look forward to welcoming the management & employees of rfXcel to Antares Vision and working together to serve our customers across the world." He further added, "The acquisition of rfXcel will be perfectly in line with our strategic vision and it will accelerate our role in the digitization of the industrial world. The acquisition will enable the Antares Vision to broaden and deepen its relationships with existing and new customers thanks to a more comprehensive and complementary product portfolio to market."

Delighted to join with Antares Vision, Glenn Abood, President & Founder of rfXcel said, "This transaction represents the next chapter in rfXcel's evolving story - the combined company will offer the most comprehensive T&T solution in every market around the globe."

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