VisionWave (NASDAQ: $VWAV) Signs Term Sheet to Acquire
Controlling Interest in AI-Powered Perimeter Security Firm D-Fence,
Strengthening Integrated Defense Platform; @VWAVInc
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trading for VisionWave Holdings, Inc (Nasdaq:VWAV), a defense
technology company developing advanced artificial intelligence, autonomous
systems and next-generation security technologies.
VisionWave Holdings, Inc. (Nasdaq: VWAV) today announced the execution of a term
sheet (the “Term Sheet”) to acquire a controlling interest in D-Fence
Electronic Fencing Systems Ltd. (“D-Fence”), an Israeli developer of
AI-powered perimeter security and electronic fencing systems serving
governments, military organizations and critical infrastructure operators
worldwide.
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Editorial-
VisionWave’s planned acquisition of a controlling stake in D-Fence is a
small-scale, acquisition-driven version of the broader platform-building
strategy that Palantir Technologies Inc. (NASDAQ:PLTR) has
executed at massive scale—primarily through software platforms, deep government
integration, and strategic partnerships rather than outright acquisitions.
The
Term Sheet is binding upon the parties only with respect to certain provisions,
including exclusivity, confidentiality, expenses, governing law and
termination. The terms of the proposed transaction remain subject to the
negotiation and execution of a definitive Share Purchase Agreement, and there
can be no assurance that a definitive agreement will be executed or that the
proposed transaction will be consummated on the terms described herein, or at
all.
The
proposed acquisition further advances VisionWave’s strategy of building one of
the industry’s most comprehensive AI-powered defense technology platforms by
integrating autonomous systems, intelligent surveillance, RF sensing,
cybersecurity, counter-drone technologies, and physical security into a unified
ecosystem designed to address the evolving security challenges facing
governments, military organizations and critical infrastructure operators
worldwide.
Under
the terms of the Term Sheet, VisionWave intends to acquire at least 51%
of D-Fence in exchange for VisionWave common stock, subject to the execution of
a definitive Share Purchase Agreement, satisfactory completion of legal,
financial and technical due diligence, approval by VisionWave’s shareholders in
accordance with applicable Nasdaq listing rules, required regulatory approvals
and customary closing conditions. VisionWave will also receive an option to
acquire the remaining 49% of D-Fence during the following two years. The
initial acquisition contemplates an implied valuation of approximately $5
million, with the remaining equity subject to an implied valuation of
approximately $20 million. The stock consideration will be subject
to a post-closing price protection adjustment mechanism pursuant to which
additional shares of VisionWave common stock may be issued following the
closing, and the D-Fence shareholders will receive customary registration
rights, in each case as described in the Company’s Current Report on Form 8-K
relating to the Term Sheet.
Founded
more than three decades ago, D-Fence has developed an extensive portfolio of
intelligent perimeter security technologies designed to detect, classify and
respond to physical threats in real time. According to D-Fence’s investor
materials, the company’s technologies have been deployed in more than 100
critical infrastructure projects spanning 12 countries across six continents,
protecting airports, military installations, ports, border crossings, oil and
gas facilities, utilities and other high-security environments.
According
to D-Fence, its integrated technology portfolio includes:
- AI-powered
perimeter intrusion detection systems capable of detecting cutting,
climbing and vibration while minimizing false alarms;
- Autonomous
mobile surveillance platforms providing real-time 360-degree AI video
analytics;
- Counter-drone
detection, tracking and mitigation technologies;
- AI-powered
command-and-control software delivering centralized situational awareness;
- Intelligent
pressure and intrusion sensors designed for mission-critical environments;
and
- Open-architecture
software that integrates seamlessly with existing CCTV, alarm and SCADA
infrastructure without requiring replacement of legacy systems.
According
to D-Fence, its technologies have been deployed at numerous critical
infrastructure installations worldwide, including Ben Gurion International
Airport, the Israel Defense Forces, Haifa Port, PEMEX facilities, Laguna Verde
Nuclear Power Plant, international airports, ports, border installations and
other strategic infrastructure. The information in this press release
regarding D-Fence, including deployment, customer and market data, is based on
information provided by D-Fence and has not been independently verified by
VisionWave, whose due diligence review of D-Fence is ongoing.
Douglas
Davis, Executive Chairman of VisionWave, commented:
“VisionWave was founded on the vision of building one
of the world’s premier artificial intelligence defense technology companies.
D-Fence represents an exceptional strategic addition to our expanding platform.
Their decades of operational experience, proven technologies, international
customer relationships and successful deployments protecting mission-critical
infrastructure perfectly complement our existing portfolio of AI-powered
defense solutions.”
Mr.
Davis continued:
“By combining D-Fence’s intelligent perimeter security
technologies with VisionWave’s rapidly growing capabilities in artificial
intelligence, autonomous systems, RF sensing, cyber intelligence and
counter-drone technologies, we believe we are creating an increasingly
comprehensive security platform capable of addressing today’s most complex
defense and critical infrastructure challenges. This transaction reflects our
continued commitment to expanding VisionWave through disciplined strategic
acquisitions that strengthen our long-term competitive position.”
Uriel Bin, Founder and Chief Executive
Officer of D-Fence, stated:
“For
more than thirty years, D-Fence has been dedicated to protecting some of the
world’s most sensitive facilities through continuous innovation in intelligent
perimeter security. We believe VisionWave provides an outstanding platform to
accelerate our international growth while integrating our technologies into a
broader AI-powered defense ecosystem. Together, we believe we can deliver
next-generation security solutions capable of protecting governments, military
organizations and critical infrastructure against increasingly sophisticated
threats.”
The
Company believes the proposed acquisition would strengthen VisionWave’s ability
to provide customers with integrated, multi-layered defense solutions by
combining advanced physical security, autonomous surveillance, artificial
intelligence, counter-drone technologies and intelligent command-and-control
capabilities into a unified operational platform.
According
to D-Fence’s investor presentation, the global security market is expected to
exceed $180 billion by 2028, driven by increasing geopolitical
instability, rising threats against critical infrastructure and growing demand
for AI-enabled physical security solutions capable of protecting both physical
and digital assets.
The
parties currently anticipate executing a definitive Share Purchase Agreement on
or before September 30, 2026, with closing expected during October
2026, subject to completion of due diligence, approval by VisionWave’s
shareholders in accordance with applicable Nasdaq listing rules, required
regulatory approvals and customary closing conditions.
About VisionWave
Holdings, Inc.
VisionWave
Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology
company developing AI-driven, RF-based sensing, autonomy, and computational
acceleration technologies for defense, homeland security, and commercial
infrastructure applications. VisionWave's mission is to connect defense
innovation with civilian progress through shared core technologies deployed
across air, land, and fixed-site environments.
The
Company's website is https://www.vwav.inc.
About D-Fence
Electronic Fencing Systems Ltd.
D-Fence
Electronic Fencing Systems Ltd. is an Israeli developer of intelligent
perimeter security systems with more than thirty years of experience protecting
airports, military installations, ports, border crossings, oil and gas
facilities, utilities and critical infrastructure around the world. The
company’s solutions combine artificial intelligence, autonomous surveillance,
perimeter intrusion detection, counter-drone technologies and integrated
command-and-control software to provide comprehensive security for
mission-critical environments.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements
regarding the proposed acquisition of D-Fence Electronic Fencing Systems Ltd.,
the anticipated execution of a definitive agreement, expected timing of the
proposed transaction, anticipated benefits, future growth opportunities,
expected synergies, market opportunities and future operating performance.
These forward-looking statements are based on current expectations and
assumptions and involve risks and uncertainties that could cause actual results
to differ materially from those expressed or implied, including, without
limitation, risks relating to the completion of due diligence, the negotiation
and execution of definitive agreements, obtaining required shareholder and
regulatory approvals, satisfaction of closing conditions, the risk that the
Term Sheet may be terminated or that a definitive agreement may not be
executed, the possibility that the price protection adjustment mechanism could
require the issuance of additional shares of common stock and result in
dilution to VisionWave’s stockholders, successful integration of the acquired
business, changes in market conditions and other risks described in
VisionWave’s filings with the Securities and Exchange Commission, including
under “Risk Factors” in its most recent Annual Report on Form 10-K and in its
subsequent filings. VisionWave undertakes no obligation to update any
forward-looking statements except as required by applicable law.
Contact: investors@vwav.inc
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