omniQ Enters Into a Definitive Agreement to Acquire Tadiran Telecom a Global Leader in Unified Communications and Collaborative (UC&C) Solutions

OMNIQ Corp. (NASDAQ: OMQS) (“OMNIQ” or “the Company”) a leading provider of Supply Chain and Artificial Intelligence (AI)-based solutions, announced today that it has signed a definitive agreement to acquire Tadiran Telecom, an international provider of Advanced Unified Communications and Collaboration (UC&C) Solutions enhancing its software.

Tadiran, a pioneer in communication technologies and a well-known brand develops, designs, manufactures, and sells unified communications-as-a-service solutions that enable businesses to better communicate, collaborate, and connect in Israel, the US, India, Far East, and across additional countries worldwide. The company offers cloud communications and contact center solutions based on a Message, Video, and Voice platform focused on highly secure, and reliable connectivity.

Tadiran complements omniQ enabling a comprehensive advanced state-of-the-art telecom solution combined with legacy solutions including unified communications-as-a-service, hosted and on-premises UC&C platforms, a collaborative contact center solution that delivers Omni-channel, IP PBXs, Telecom infrastructure integration, and other legacy telecom solutions to a large base of customers over the world such as Governments, Hospitals, Shopping Centers, Logistic Yards, Supermarkets, Transportation, Financial Institutions Hotels, Power Stations, Organizations, and others. The comprehensive solution will improve connectivity, efficiencies, and data management of omniQ’s customers.

Shai Lustgarten, the CEO of omniQ, commented: “With the addition of Tadiran, we will possess a comprehensive proprietary communication solution that enables us to better serve our customers. Our platform technology utilizes 3 steps, we Sense, Identify and Act. With the addition of Tadiran, we can now add audio, cellular and WIFI signals to our current sensors which today include camera’s, scanners, RFID and Bluetooth technologies allowing us to analyze the digital data in greater detail and at faster speeds. This significantly enhances our ability to manage events and mitigate risks at all levels. The new smart automation is a unique solution into our supply chain, traffic management, retail and hospitality customers, allowing us to provide superior service with more accurate and faster sensing, identification and action. As omniQ continues to drive automation for our customers, this acquisition not only allows us to meet the existing organizational communication needs of our current customers but also enables us to create automation through real-time AI communication sensing. This is important as it provides us the capability to identify and respond faster and with greater accuracy. By leveraging the sensing and digitization of communication data and identifying trends at the communication AI level, we can take prompt and precise actions. This capability is crucial in our commitment to delivering predictive and proactive actions.

Tadiran significantly strengthens our Safe City product, Q-Shield. By leveraging Tadiran’s expertise and resources, we enhance Q-Shield’s capabilities, solidifying our position as a leader in the market. Q-Shield, along with Tadiran’s technologies will offer advanced video surveillance, real-time data analytics, artificial intelligence, and integration with external devices and systems. This comprehensive solution enables proactive monitoring, early threat detection, efficient emergency response, and overall improved public safety and security.”

Lustgarten concluded, “Our acquisition of Tadiran is a pivotal moment for omniQ, as it aligns perfectly with our strategic goals of increasing recurring revenue and enhancing profitability. By expanding our portfolio with Tadiran’s robust business model, customer base, UC&C solutions, and enhanced Safe City offering, we strengthen our market position and unlock new revenue streams. Tadiran’s UC&C solution, Aeonix, will empower our customers with an advanced, cloud-based communication platform, while enhancing our Safe City product, Q-Shield. These synergies create opportunities for growth, market expansion, and increased shareholder value. We are dedicated to delivering exceptional solutions and maximizing value for both our company and shareholders.”

Based on reported segment results from Afcon’s 2022 annual financial statements: Tadiran had revenue of $26M in FY 2022 and $1.7M in operating profit. Tadiran’s revenue also includes a significant portion which is recurring revenue. For 100% of Tadiran’s shares, omniQ will pay a total consideration of $15.25M of which $12.5M will be paid in cash which is expected to be financed with traditional debt. In addition, $2.75M of the consideration will be paid in the form of restricted non-discounted common stock. A potential performance based earnout clause of up to $0.75M if earned would be paid by issuing restricted non-discounted omniQ common stock.

About omniQ

omniQ provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real-time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments.

omniQ’s customers include government agencies and leading Fortune 500 companies from several sectors, including manufacturing, retail, distribution, food and beverage, transportation and logistics, healthcare, and oil, gas, and chemicals. Since 2014, annual revenues have grown to more than $50 million from clients in the USA and abroad.

The Company currently addresses several billion-dollar markets, including the Global Safe City market, forecast to grow to $29 billion by 2022, and the Ticketless Safe Parking market, forecast to grow to $5.2 billion by 2023. For more information, visit www.omniq.com.

About Tadiran:

Tadiran boasts an impressive customer base, including renowned organizations such as the US Department of Veteran Affairs, US Banks and School Districts, Israeli Ministry of Defense, India Metro, prominent medical centers, and leading supermarket chains.

A standout solution offered by Tadiran is Aeonix, a pure software-based UC&C solution. Aeonix delivers advanced features and capabilities of an on-premises PBX, without the need for most onsite hardware, eliminating related costs and maintenance concerns

The benefits of Aeonix are substantial, including unified messaging, touch desktop/mobile voice, video, and messaging communications, advanced call routing, contact center capabilities, collaboration via Zoom integration, emergency response control, real-time data processing, integration with external devices and systems, large audio conferences, and call recording. These features enable customers to transform their communication and collaboration practices, improving internal workflows and enhancing customer interactions, ultimately driving overall business success.

The closing of the acquisition is expected within 60 days and is subject to necessary regulatory approval and the satisfaction of other closing conditions. There can be no assurance that the transaction will be consummated.