VisionWave Holdings signed a non-binding letter of intent to acquire a 51% controlling interest in Ukrainian unmanned systems developer EPSERVICE. The proposed all-cash deal values the stake at US$7 million. EPSERVICE builds the ICMM mothership drone control system.
Deal structure
The seller is Metal Machinery Components Trading FZCO, a Dubai free zone company that holds 51% of EPSERVICE. VisionWave would pay the purchase price in one cash installment 90 days after closing. The proposed deal would not include VisionWave stock or warrants.
Company context
VisionWave Holdings is a Nasdaq-listed technology company focused on defense and autonomous systems. Its existing portfolio includes the VARAN unmanned ground vehicle and several unmanned aerial vehicles. The company sees the EPSERVICE investment as a potential complement to its integration work.
ICMM and export rules
EPSERVICE's ICMM system is designed to let a larger unmanned aircraft carry and coordinate smaller FPV drones. Its current configuration supports one carrier aircraft and one FPV drone at a time. EPSERVICE's technology would remain in Ukraine, and any transfer of controlled technology outside the country would require Ukrainian export-control authorization.
VisionWave still needs to complete legal, financial, and technical due diligence. The parties also require a satisfactory live flight demonstration of the ICMM system in Ukraine. The LOI contemplates a definitive agreement within 45 days and closing within 30 days after that.