Defense Tech Deal- VisionWave (Nasdaq: $VWAV)
Holdings Strikes All-Share Deal for 51% Stake in Hardened Tier IV Data Center
Project in Israel; @VWAVInc
Investorideas.com,
a top rated investment site for retail Investors following AI and defense
stocks, reports on breaking news and trading for VisionWave Holdings, Inc (Nasdaq: VWAV).
VisionWave
Holdings, Inc. (NASDAQ: VWAV) today announced that it has entered into a term
sheet (the “Term Sheet”) with Lucky Whale Production Limited (“Lucky Whale”), a
Hong Kong-incorporated project sponsor active in real estate project
management, to establish a jointly-held company (the “Joint Company”) for the proposed
development, ownership and operation of a Tier IV data center campus in Beth
Shemesh (Jerusalem district), Israel. The Term Sheet sets out proposed
principal terms only. The proposed transaction has not been consummated and
remains subject to the completion of due diligence, the negotiation and
execution of definitive agreements, and the satisfaction of numerous
conditions, including required corporate, stockholder, SEC and Nasdaq
approvals. There can be no assurance that the proposed transaction will be
completed on the terms described, or at all.
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Why is this relevant to the sector ?
According to IOT Analytics- Investments in data centers create a cascading effect across the data
center value chain. While the world watches the hyperscalers (as well as large
colocation providers and other data center owners), the real story is the
trickle-down effect of these investments. The investments in data centers drive
infrastructure and equipment spending (e.g., servers, networking equipment, and
electrical systems), which, in turn, drive investments in subcomponents and so
on down the data center value chain. Overall, the biggest beneficiary of this
investment currently is US-based chipmaker NVIDIA. From a data center
infrastructure point of view, the biggest beneficiary is Taiwan-based
electronics contract manufacturer Foxconn, with its server equipment, while
France-based energy technology and automation solutions provider Schneider
Electric also benefits as a market leader in helping distribute electricity to
power these servers. Even companies not traditionally associated with data
centers are seeing a boom in their portfolios, like US-based heavy equipment
manufacturer Caterpillar and its backup generators.
The
transaction would give VisionWave Holdings a 68% stake in the Joint Company,
which in turn would hold 75% of the project-level special purpose vehicle. This
chain structure would give VisionWave an effective look-through interest of 51%
in the land, the building permit and the data center project. As consideration
for the acquired rights, the Company would allot to the Land Owner shares of VisionWave
common stock valued at approximately US$40,000,000, priced by volume-weighted
average price (VWAP) near closing, on an all-share basis with no cash component.
The number of consideration shares would be fixed near closing, and the issuance,
together with the Company’s other recent and pending equity issuances, would be
dilutive to existing stockholders. Any issuance would be subject to required
approvals, including, to the extent required under Nasdaq rules, approval by
the Company’s stockholders.
VisionWave
further would commit, in the definitive agreements, to arrange the full capital
required to construct and commission the data center, through capital-markets
activity and/or institutional project financing, consistent with the original
development plan. The Project would require substantial additional capital, and
there can be no assurance that such financing would be available on acceptable
terms, or at all.
“We are pleased to have signed a term sheet for a
proposed joint venture to develop a Tier IV data center in Israel. The proposed all-share structure would allow us to
pursue a 51% effective interest
in the project without an upfront
cash outlay, while we conduct due diligence and work toward definitive agreements. Completion of the
transaction remains subject to a number of conditions, and we will provide
further updates as appropriate.” Said Doug Davis, Chief Executive
Officer, VisionWave Holdings, Inc.
The Proposed Project
The
Project is contemplated to be an underground data center campus the subject of
an Israeli statutory planning framework. The Phase-1 build is currently
contemplated to comprise approximately 15,000 square meters across 10 data
halls and to target 10.5 MW of IT load, with a 2N redundant topology targeting
Tier IV certification by the Uptime Institute. These specifications are
preliminary design parameters, have not been independently verified by the
Company, and are subject to change. Key contemplated attributes include:
• Underground
hardened structure engineered to mission-critical specifications, including
protection against direct long-range threats
• Dual 2 ×
16 MVA power feeds with 24-hour autonomous on-site fuel and water reserves
• Direct
liquid cooling (DLC) provision to support AI/HPC workloads
• Carrier-neutral
campus with two physically separated Meet-Me Rooms
• Location
adjacent to the Galilee Medical Center
• Statutory
excavation permits reported to be in place, and an engineering package across
structural, electrical, mechanical, MEP, security and communications
“The Data Center is
an underground, hardened Tier IV-targeted design. We are pleased to bring this project into a proposed joint venture with VisionWave and to advance it through due diligence and
definitive documentation.” Said Yuval Birman, Chief Executive Officer, Lucky
Whale Production Limited
Transaction Terms
and Next Steps
The
Term Sheet establishes mutual exclusivity between the parties. Key next steps,
subject to the conditions described above, include:
• Completion
of legal, financial, commercial, tax and technical due diligence
• Execution
of Definitive Agreements (joint-company formation, shareholders’ agreement,
allotment/exchange agreement and option agreements)
• Receipt
of all required corporate, NASDAQ and SEC approvals, including stockholder
approval to the extent required and a fairness opinion if required
• Financial
Close and commencement of construction activities
The
Company has filed a Current Report on Form 8-K with the U.S. Securities and
Exchange Commission concurrently with or about the time of the issuance of this
press release. The Form 8-K should be consulted for the Company’s description
of the proposed transaction and the related risk factors.
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 Lucky Whale
Production Limited
Lucky
Whale Production Limited (company no. 79079335) is a Hong Kong-incorporated
project sponsor active in real estate project management. Lucky Whale has
assembled a specialist team to develop the data center.
Cautionary Note
Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements include,
without limitation, statements regarding the proposed terms and possible
closing of the joint venture, the development timeline, cost and financing of
the Project, and the Company’s plans and objectives. Forward-looking statements
are subject to known and unknown risks and uncertainties, including the risk
that definitive agreements are not executed and the proposed transaction is not
completed on the terms described or at all; failure to satisfy closing
conditions, inability to secure financing on acceptable terms, permitting or
regulatory delays, construction cost overruns, failure to achieve projected
occupancy levels or pricing, geopolitical and security risks in the region, the
dilutive effect of the proposed consideration shares and the Company’s other
equity issuances; risks relating to the Company’s status as an early-stage
company with a history of losses and significant capital needs; risks relating
to applicable Nasdaq and SEC requirements, including those governing
significant issuances and changes of control; and other factors described in
the Company’s SEC filings. Any projections, valuations or return estimates
contained in materials prepared by the Sponsor or its affiliates are not the
Company’s projections, have not been independently verified by the Company, and
should not be relied upon. The Company undertakes no obligation to update any
forward-looking statements, except as required by applicable law.
Contact: investors@vwav.inc
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