September 14, 2023
Sigma Additive Solutions, a provider of quality assurance software to the commercial 3D printing industry, and NextTrip Holdings, Inc., a travel technology company based in Sunrise, FL, report the signing of a nonbinding letter of intent for Sigma’s acquisition of 100% of the capital stock of NextTrip in exchange for shares of Sigma common stock constituting 19.99% of its outstanding common stock plus additional shares of Sigma common stock upon the achievement of post-closing milestone earnouts tied to the business performance of NextTrip.
The parties have agreed to value Sigma shares for this purpose at $0.40 per share, giving the total transaction a starting valuation of approximately $48 million if all milestones are earned. The transaction, subject to the negotiation and execution of a definitive agreement, will enable NextTrip to potentially become a publicly traded company on Nasdaq.
Separately, Sigma announced the signing of a nonbinding letter of intent (LOI) to sell intellectual property assets related to its additive quality assurance product to a strategic buyer. The combination of the acquisition and sale of assets is targeted to maximize shareholder value.
NextTrip is a travel technology company that specializes in using technology, analytics, and strategic partnerships to provide specialized travel solutions in leisure, wellness, and business travel.
Existing Sigma shareholders and other equity holders will retain their equity interests in Sigma, which, if all business milestones of NextTrip are met, are expected to constitute a single-digit percentage of Sigma’s fully diluted equity.
At closing, NextTrip CEO William Kerby is expected to become CEO of the publicly traded company and NextTrip will have the right to appoint a seat to the board. Sigma’s existing board will be retained during the realignment period with NextTrip earning the right to designate additional board members and officers upon reaching business milestones.
“With our focus on increasing shareholder value as we explored a variety of strategic alternatives, we believe a transaction with NextTrip provides a significant opportunity to participate in a leading travel brand with an array of product offerings and concierge services,” says Jacob Brunsberg, president and chief executive officer of Sigma. “The transaction would imply a solid valuation for Sigma and good positioning in public markets.”
Key Transaction Highlights
The transactions are expected to be completed in the fourth quarter of 2023, subject to the negotiation and execution of the definitive acquisition agreement, regulatory and shareholder approvals and other customary closing conditions. Until the NextTrip transaction closes, Sigma Additive Solutions and NextTrip will remain separate, independent companies and will continue to operate as such.
Lake Street Capital Markets is acting as exclusive financial advisor to Sigma.
Sources: Press materials received from the company and additional information gleaned from the company’s website.