OREANDA-NEWS. Lumenpulse Inc. (TSX: LMP) ("Lumenpulse"), a leading manufacturer of high-performance, specification-grade LED lighting solutions, announced today that it has acquired all of the equity interest of Exenia S.r.l. ("Exenia"), an Italy-based manufacturer of architectural indoor LED lighting solutions.

The transaction is in line with Lumenpulse's growth strategy, adding fully complementary LED solutions to the product portfolio and expanding its addressable market; accelerating entry into the high-performance architectural indoor lighting segment; and providing a strong entry point in Italy for current Lumenpulse Products with a well-established network of agents and value-added resellers (VARs).

Exenia, a privately owned company founded in 2010, has established itself as a growing leader in the design and manufacturing of architectural indoor LED lighting solutions, with an emphasis on design and performance. The company has been most active in the Italian and Southern European markets, illuminating a wide range of retail, hospitality and museum environments.

"We share a very similar vision with regards to product design and manufacturing philosophy, and we were drawn to the outstanding design and quality of Exenia's product families. They fully complement and expand our Lumenalpha family of products, deepening our penetration into the hospitality market," said Francois-Xavier Souvay, President and CEO of Lumenpulse. "Our intention is to upgrade these products with Lumenpulse's proprietary and patented technologies, which would allow us to offer our clients a full suite of connected solutions for architectural specification-grade indoor lighting applications," he said.

"With our strong network of agents and VARs in North America and the UK, there is great potential to propel these high-performance products beyond current markets and drive profitable revenue growth. The acquisition also gives us the opportunity to welcome a dynamic management team with many years of experience in the international lighting industry. We're delighted to be joining forces with Exenia," added Mr. Souvay.

Dario Nistri, Exenia's Founder and Managing Director, will remain with Exenia as its Managing Director and will manage all of Lumenpulse's operations in Italy.

"By joining Lumenpulse, we will be able to combine our respective strengths with the objective of accelerating our growth both in Italy and internationally," Mr. Nistri said.

The purchase price of approximately $14.9 million (EUR9.9 million) (excluding estimated excess working capital of approximately $0.7 million (EUR0.5 million)), was paid primarily in cash and by issuance of common shares of Lumenpulse to Exenia shareholders for an aggregate amount of approximately $3.8 million (EUR2.5 million) at a price of $16.39 per share. The cash consideration paid by Lumenpulse at closing was paid using available cash on hand. Approximately $2.4 million (EUR1.6 million) of the cash consideration will be paid to Exenia shareholders over the next 3 fiscal years. The Lumenpulse common shares will be subject to contractual lock-up restrictions as to 100% of such shares for the first year following closing and as to 50% of such shares for the second year following closing.

The transaction is subject to customary post-closing adjustments and to an additional earn-out payment of up to approximately $1.5 million (EUR1.0 million), which may become payable to the sellers depending on the achievement of certain financial targets for calendar year 2016.

"We are very pleased to have Dario and his founding team as shareholders of Lumenpulse. Our aligned interests will enable us to pursue our growth strategy worldwide and to strengthen our foundation in Europe," concluded Mr. Souvay.

Trailing 12-month revenues for Exenia were approximately $12.6 million (EUR8.4 million) for the period ended November 30, 2015 with EBITDA of approximately $1.9 million (EUR1.3 million), or approximately 15%.

Management expects this transaction to have a neutral to slightly accretive impact on Lumenpulse's consolidated earnings per share for the current fiscal year, and to start delivering its full benefit in the next fiscal year.

Non-IFRS Measures

This press release makes reference to EBITDA, a non-IFRS measure. EBITDA is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. This measure is provided to illustrate the potential impact of the acquisition on the operating performance of Lumenpulse. EBITDA is defined as earnings before interest and other financing costs, income taxes, depreciation and amortization.