Press

[PR BALYO] Commercial agreement with AMAZON

11 Jan 2019

BALYO signs a seven-year commercial agreement with AMAZON 

  • A decisive step in BALYO’s development that supports the added value of BALYO’s robotic solutions and will potentially boost their deployment 
  • AMAZON would obtain the right to subscribe up to 29% of BALYO’s capital depending on the level of potential future orders by AMAZON up to EUR 300 million 
  • Both BALYO’s industrial partners and major financial shareholders support this transaction 

Ivry-sur-Seine, France, January 10, 2019, 7:30 AM CET – BALYO (FR0013258399, Ticker: BALYO, eligible for the PEA-PME plan), a technological leader in the design and development of innovative robotic solutions for material handling trucks, announces it has signed an agreement with AMAZON. 

Fabien Bardinet, Chairman and Chief Executive Officer, stated: “We are very proud to have signed this agreement. It represents an unprecedented opportunity for BALYO to grow its business and supports the soundness of our investments over the years to perfect our robotic solutions.” 

Pursuant to the agreement signed today, AMAZON will receive free stock warrants which will vest based on AMAZON’s purchase of BALYO-enabled products. The full number of stock warrants, representing up to 29% of BALYO’s share capital and voting rights (before dilution of existing securities giving access to share capital as of 31 December 2018), would become exercisable according to AMAZON’s decision if AMAZON orders up to EUR 300 million of BALYO-enabled products. The issuance of the warrants will be submitted for the approval at an Extraordinary General Meeting of BALYO’s shareholders. 

Implementation schedule: 

An Extraordinary General Meeting will be convened to be held end of February 2019 so that all of BALYO’s shareholders can vote on the resolution to grant reserved free stock warrants (“BSA”) to AMAZON, by a majority of 2/3 of votes present and represented. To date, industrial partners and shareholders of BALYO, Hyster-Yale Group and Linde Material Handling, as well as the founders and the Company’s major financial shareholders, Seventure Partners and Bpifrance Investissement, have committed to vote in favor of this resolution, within the framework of voting commitments signed by each of them. The voting commitments together represent approximately 55% of BALYO's voting rights.  

Details on the BSAs: 

The 11.753.581 BSAs freely allocated to AMAZON (each entitling to the subscription of 1 new share) will have a term of seven years from the date of allocation and can be exercised at the choice of AMAZON and in full or in part, as follows: 1.621.184 BSA vested immediately after a minimum order of EUR 10 million, and then successive tranches of 405.296 BSA vested per tranche of EUR 12 million in orders fulfilled and paid (up to EUR 300m of orders). All the BSAs allocated would be fully vested in the event of a change in control. The exercise price of each warrant is EUR 3.03 per share for the entire period (equal to the 30-day VWAP at January 9, 2019). 

The warrants are non-transferable by AMAZON, except to an affiliate or in the event of a change of control, and will not be admitted to trading. The shares resulting from the exercise of the warrants are not subject to a lock-up commitment by AMAZON. 

AMAZON has the right to appoint an observer at BALYO'S Board of Directors. 

The reserved issue of the warrants will not result in the preparation of a prospectus submitted to the Autorité des Marchés Financiers ("AMF") for approval. A prospectus will be prepared and submitted to the AMF for approval if the shares issued upon exercise of the warrants or other securities giving access to BALYO's share capital represent more than 20% of BALYO's share capital in less than 12 months, in accordance with applicable regulations. 

Information regarding 2018 estimated revenue 

BALYO’s 2018 revenue landing expected to be around EUR 23.3 million, growing more that 40% from 2017 

Important information 

No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, the subscription for or the purchase of BALYO’s shares and/or warrants may be subject to specific legal or regulatory restrictions in certain jurisdictions. 

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/EU (together, the “Prospectus Directive”). 

No securities offering will be opened to the public in France before the delivery of the visa on a prospectus prepared in compliance with the Prospectus Directive, as approved by the French Autorité des marchés financiers. 

With respect to the member states of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant member State”), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring publication of a prospectus in any relevant member State.  

The distribution of this press release is not made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons mentioned in paragraphs (i), (ii), (iii) and (iv) collectively being referred to as “Relevant Persons”). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the Financial Services and Markets Act 2000. 

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The warrants and the shares of BALYO and rights in respect thereof have not been and will not be registered under the U.S. Securities Act and BALYO does not intend to make a public offer of its securities in the United States. 

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. 

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States (including its territories and dependencies and any state of the United States), Canada, Australia or Japan. 

ABOUT BALYO 

BALYO transforms standard forklift trucks into standalone intelligent robots thanks to its breakthrough proprietary Driven by Balyo™ technology. The geoguidance navigation system developed by BALYO allows vehicles equipped with the system to locate their position and navigate autonomously inside buildings. Within the automated handling vehicle market, BALYO has entered into two strategic agreements with Kion Group AG (Linde Material Handling's parent company) and Hyster-Yale Group, two major operators in the material handling sector. BALYO is present in three major geographic regions (Americas, Europe and Asia-Pacific). Its sales revenue reached €16.4 million in 2017. For more information, please visit our website at www.balyo.com.