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WGNR 0.02 X 0.025 tender offer news

NOVRA TO ACQUIRE CONTROLLING INTEREST IN WEGENER CORPORATION
Winnipeg, MB – (Marketwired – November 28, 2017): Novra Technologies Inc. (“Novra”) (TSX-V: NVI)
announces that its Board of Directors has approved to acquire a 51% controlling interest of Wegener
Corporation (“Wegener”). On or before December 29, 2017, Wegener will issue 14 million shares of
Wegener common stock to Novra in exchange for 2 million Novra common shares. This share exchange
is based on an estimated market value of US$250,000 for the 51% interest, based on Novra’s closing stock
price and foreign exchange rate on November 6, 2017.
This 51% controlling interest will allow Novra to drive further operating efficiencies and revenue growth
by integrating Wegener’s operations with the Novra Group. In addition, this will also enable Novra to
restructure Wegener’s debt before acquiring the remaining 49% interest in Wegener. While we are
confident with this plan, there is no assurance that we will fully realize its objectives.
Subject to successfully executing the above plan, Novra expects to then make a tender offer directly to
the Wegener shareholders to acquire the remaining 49% for total consideration of US$300,000, no later
than December 31, 2019. This purchase consideration will be settled via cash or Novra common shares
to be determined then. At the closing date, this consideration plus the 2 million Novra common shares
issued to Wegener for the initial 51% interest will be distributed to Wegener shareholders, excluding
Novra. The proposed tender offer is subject to approval by the TSX-V and Wegener shareholders. This
proposal has been approved by Wegener’s Board of Directors.
Wegener joins Novra Technologies Inc. and International Datacasting Corporation in the Novra Group of
companies, providing innovative solutions for satellite and terrestrial content distribution for customers
around the globe.
Wegener
Wegener is a long-time leader in digital media management and distribution technologies for applications
including digital signage, radio and television. The company is based in Johns Creek, Georgia, USA. During
the fiscal year ended September 1, 2017, Wegener had revenues of US$3.4 million and operating income
of US$92 thousand (based on unaudited figures).
Troy Woodbury Jr., President & CEO of Wegener, commented “This step in the acquisition of Wegener
Corporation by Novra Technologies, Inc. represents a strong development for Wegener and its customers.
There are product synergies with very little overlap that strengthen and broaden the offerings of the
combined companies. Further, our being part of the Novra Group will improve Wegener Corporation’s
financial stability in the future and will strengthen Wegener’s management in all areas.”

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