Wellington Drive announces intent to acquire iProximity Pty

® is a registered Trade Mark of Wellington Drive Technologies Ltd in New Zealand
Wellington Drive Technologies LtdWT9011
21 Arrenway Drive, Rosedale, Auckland0632, New Zealand
PO Box 302-533,North Harbour, Auckland0751, New Zealand
Telephone: +64 9 477 4500 Facsimile: +64 9 479 5540
Email:info@wdtl.comWebsite:www.wdtl.comPage1of3
28
th
February 2018
Wellington Drive announcesintent to acquireiProximityPty Ltd,a
leadingproximitymarketingand IoTsolutions company.
Wellington Drive Technologiesis pleased to announcethe signingof a Saleand Purchase agreement
(SPA)with iProximity, anAustralian basedinnovative proximity marketing solutions and consumer
intelligencecompany.The SPA is an option agreement, which runs until 28 August 2018 and allows
Wellington to acquire iProximity according to the termsin Appendix A.These terms include both
up-front payments and three year cash and share-based earn out targets.iProximity enhances the
value of Wellington’scloud-connectedSCS Connect controllers by extendingSmarterCoolers
functionality beyond operationalefficiencies,intosales performance improvementand capabilities for
consumermarketing and engagement.This enhances the value of SCS Connectcontrollers for
Wellington’s customers and Wellington believes it has the potential to materially assistcontroller
sales.
Wellington’s CEO, Greg Allen said; “Followingtwelve months ofa successfulcommercial
partnershipon customerIoTgrowthprojects,we have enteredinto anagreement withiProximity.We
are incredibly excited to be addingiProximity’s proximitymarketingand IoTsolutionsto
Wellington’s expanding range ofproducts,and to be bringing twoseasonedproduct andmarketing
professionals in DavidBurdenand RohanLeanto the team.David will join us as Head of IoT&
Marketing Solutions and Rohan as Lead Architect for these solutions.This acquisitionwill
significantlybroadenthedigitaloffering for ourfood and beverage brand customers andunlocka
wide range of new marketopportunitiesforthe business.”
Ourpartnership will focus on developing and selling Wellington’sSmarter Coolersplatform–this
includes the SCS Connect System, dataand reportingservices andadds iProximity’s powerful
contextual marketing technology.Wellington’scustomers directlyengagewith consumers“at the
point of decision”in front of the cooler or food dispenser.Our joint efforts to date give us increased
confidencethatthis is agame changer withWellington’sSmarter Coolerssolutionbeingcurrently
assessed byanumber of globalcustomers.
iProximity’s enterpriseIoTplatformalsoforms the infrastructure forits existing Smart Cities
business inAustralia, whichwillbecomepart of the Wellington group.Thisplatformenablescity
councilsto engage with their citizensby providingcontextualproximity basedinformation delivered
themobiledevicesoflocals andvisitorsthrougheachcity’sapps.Several programmes suchas
‘Smart Bikes’, ‘Smart Facilities’ and ‘Smart Signs’are up and running in a number of locations.As
part of the acquisition Wellingtonwillsupportand look to growthe SmartCitiesbusinessand explore
furtherexpansion.
iProximity foundersDavid Burden,and Rohan Lean,commented, “Wellington’s investment and
development support anditsposition with significantglobalbrands allows us todevelopourdigital
marketingsolutionsfaster, with better access to capital for investment,meaningwe canaccelerate
adoption and growthon a global scale.Wehave been working closely with the Wellington team for a
year now andthis exciting next step is made with the full knowledge ofour joint visionof growing a
globaldigital marketingsolutions business.Our technology coupled with Wellington’s productsand
customersis world beating and we can’t waitto bepart of the team.”

® is a registered Trade Mark of Wellington Drive Technologies Ltd in New Zealand
Wellington Drive Technologies LtdWT9011
Page2of3
The acquisition of iProximity, once completed,is expected toacceleratethe volumegrowth in SCS
Connect and increase the softwarebusiness opportunity by complementing Wellington’sexistingdata
services with iProximity’s proximitymarketing and consumer engagement software.Customers who
areassessing andtesting this new marketing software include global beer brands, foodand soft drink
brands andfood service retailers.The FY2018 impact from iProximity is expected to be minimal,
however the relationship is already benefitingWellington’sIoT revenues.
Tony Nowell, Wellington Chairman commented “Theboard ispleased to announce the Company’s
first ever acquisition, one thatisa critical next step inthe company’sstrategy to develop vertical
capability initsdigital products business.It is particularly exciting to be developingproximity based
marketing solutionsand services forWellington’sglobal food and beverage brand customers.This
intended acquisition furtherdiversifiesthe company’s revenuesandenhancesour growth strategy.”
About Wellington Drive Technologies:Wellington Drive Technologies is a leading global provider
of energy efficient electronicmotors, airflows solutions and cloud-connectedrefrigeration control
solutions for the commercial refrigeration markets. It serves some of the world’s leading foodand
beverage brands and refrigerator manufacturers with advanced products that reduce their costs, reduce
energy consumption, and improve product sales. Wellington is headquartered in Auckland, New
Zealand, listed on the New Zealand stock exchange under the ticker symbol NZ:WDT.
About iProximity:iProximity delivers location intelligence through technology, platforms and
software that connects digital information with physical spaces. Founded in 2013 by successful tech
entrepreneurs David BurdenandRohanLean,iProximity has developed the iPX™ cloud based IoT
management platform and products that include Mobile Coupon Factory, HelloLocal, ScreenSmarts
and an IoT smart Hub–the iPR™. Based in Melbourne Australia, iProximity services a growing
global customer base.
For further information visitwww.wdtl.com.
Contact:
Greg AllenTony Nowell
Chief Executive OfficerChair
Phone +1-778-238-6494Phone +6421488895

® is a registered Trade Mark of Wellington Drive Technologies Ltd in New Zealand
Wellington Drive Technologies LtdWT9011
Page3of3
Appendix A
Wellington Summary of KeyTransaction Terms
1.Option
The transaction has been structured as an option to acquire allthe shares in iProximity Pty Limited, an
Australian registered company.Wellington has absolute discretion to issue aclosingnotice to the
Vendorsno later than 28August 2018stating that it wishes to settle the transaction.
2.Considerationand Earn Out
The structure of the agreement is such that after payment of the agreed cash value onexercise of the
option,furtherconsideration for the iProximity businessisdelivered according to specific growth and
profit objectives that demonstrategrowth iniProximity’s existing businessas well asgrowth in the
overall Wellington SCS Connect IoT business. Outcomes are tied to results.
Considerationand Earn Outis amixture of cash and shares in Wellington valued at A$4.25 million:
a.Payment of a non-refundable deposit of A$150,000, inconsiderationof the option;
b.A$1.1m in cash on closing(i.e. at exercise of the option);
c.Payment ofup toa further A$500,000 based on meeting specified EBIT targets(for
iProximity’s existingbusiness)for FY2018 and FY2019; and
d.The future issue to the Vendors of fully paid ordinary shares (“Consideration Shares”) in
the capital of Wellington in tranches based on meeting specified EBITtargets for the
business purchased for the period ending 31 December 2020 (as to 50% of the shares)
and also based on Wellington’s SCS™ Connect System controller sales performance for
the same period (as to the other 50% of the shares). Consideration Shares not “earned” by
31 December 2020 are forfeited.
The maximum number of Consideration Shares that may be issued to the Vendors (i.e. assuming
100% achievement of EBIT and SCS™salesobjectives) is the number of shares in Wellington
having an aggregate value of A$2,500,000 as at the close of trading on the New Zealand Exchange on
the trading day immediately priortothe Closing Notice(i.e. the day when the option is exercised
under note1above)by Wellington, based on the 60 day volume-weighted average price of shares and
the average A$/$NZ exchange rate over the same period.
3.Acceleration of Issue of Consideration Shares
The Consideration Shares (and any outstanding amountunder 2c above) willbe issued to the Vendors
upon a change of control of Wellington, a change of control of the business being purchased from the
Vendors or in the event either or both of David Burden’s or Rohan Lean’s employment with
Wellington is terminated by Wellington other than for cause.
4.Warranties
The Sale and Purchase Agreement contains a typical set of representations and warranties concerning
the Company, and all warranty claims must be brought within 12 months of closing. The Vendors’
liability is capped at the lesser of A$4.25 million and the value of cash and Consideration Shares
actually received by the Vendors.