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MESSAGE _ENGLISH VERSION_
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CURRENT
REPORT No. 4/2026
VIGO
PHOTONICS S.A.
_"Issuer"
or "Company"_
Date:
March 25, 2026
Legal
Basis:
The Issuer's Management Board hereby transmits the following inside
information, the disclosure of which was delayed by the Company in
accordance with Article 17 section 4 of Regulation _EU_ No 596/2014 of
the European Parliament and of the Council of 16 April 2014 on market
abuse _Market Abuse Regulation_ and repealing Directive 2003/6/EC of the
European Parliament and of the Council and Commission Directives
2003/124/EC, 2003/125/EC and 2004/72/EC _"MAR Regulation"_.
Content
of the Inside Information:
Publication of delayed
inside information regarding the acquisition of assets of Infrared
Associates, Inc. by a subsidiary of VIGO Photonics S.A., the execution
of a credit facility agreement and a loan agreement to finance the
acquisition and investments, and the refinancing of existing debt.
The
Management Board of VIGO Photonics S.A. _"Issuer"_
informs about the acquisition of the assets of Infrared Associates,
Inc. within the framework of the agreement dated February 19, 2026 _"Agreement"_,
which was executed on March 24, 2026, 11:59 PM EDT, UTC-4. The parties
to the Agreement are: VIGO Photonics Corporation _a subsidiary of
the Issuer, "Buyer"_, Infrared Associates, Inc.
_"Seller"_, and Frederick Rothe and August
Lucidi _"Owners"_, who are the Seller's sole owners.
The
Issuer _VIGO Photonics S.A._ acts as a Parent Guarantee for the
performance of the Buyer's obligations.
Simultaneously,
the Issuer informs that all conditions precedent for the implementation
of the subject transaction have been met, and the transaction was
finalized on the date of publication of this report, leading to the
effective acquisition of the acquired assets.
The
asset acquisition is a key element of the long-term financing and
development strategy of the Issuer's Group, and its terms have a
significant impact on the Company's future financial and operational
situation.
Infrared
Associates, Inc., based in Stuart FL, USA, operates globally, with a
particular focus on the American, Asian, and European markets. Infrared
Associates, Inc. operates in an area complementary to VIGO Photonics'
core businessit deals with the design, production, and sale of infrared
detectors. In terms of industries, its products are delivered to
customers in the industrial, scientific, and defense sectors.
In
recent years, Infrared Associates, Inc. _the Seller_ achieved the
following financial results:
Sales
revenues: USD 8,882 thousand in 2024 and USD 8,745 thousand in 2025.
Operating
profit adjusted for transaction expenses: USD 1,440 thousand in 2024 and
USD 1,503 thousand in 2025 _estimated data_.
The
purpose of acquiring assets from Infrared Associates, Inc. is to create
a strong, highly competitive entity on the infrared detector market,
including the United States market, and to further develop it through
the implementation of long-term business goals. To this end, the Issuer
intends to use the assets acquired under the Agreement and the existing
resources of the Buyer company. In particular, the transaction will
contribute to:
increasing
the revenues of the Issuer's Group
strengthening
the Issuer's global position in the infrared detector market, especially
in the American market, including through the takeover of the Seller's
existing contracts
expanding
the Issuer's product offering and creating additional opportunities for
cross-selling of both the Issuer's and the Seller's products
providing
the Issuer with a production base in the USA.
The
subject of the Agreement is the acquisition by the Buyer of an organized
part of the Seller's enterprise, encompassing the business related to
the production and supply of infrared detectors and related products.
The Buyer acquires from the Seller essentially all assets that are used
and necessary for conducting the business.
Key
categories of acquired assets include receivables, Intellectual
Property, including the Seller's company name and internet domains,
goodwill and the going concern value, all leased real estate, as well as
movable property, rights, and collateral: all prepaid expenses,
advances, refunds, rights of recovery, rights to set-offs and other fees
and amounts related to the acquired assets, to the extent permitted by
applicable law, originals or copies of all books and records, including
accounting books, financial records, customer data, customer and
supplier lists, production and quality control data, research and
development files, and strategic plans and marketing materials.
The
transaction does not include the takeover of any financial debt.
The
purchase price of the aforementioned assets amounted to: USD
8,416,000.00 _eight million four hundred sixteen thousand US dollars
00/100_, and the Agreement includes a post-Closing price adjustment
mechanism resulting from the verification of the working capital amount
on the Closing date.
The
acquisition of Infrared Associates' assets will be financed with the
debt financing described below.
The
governing law for the Agreement is the law of the state of Delaware.
Furthermore,
the Issuer's Management Board informs about the conclusion on December
18, 2025, of:
A
credit agreement with Powszechna Kasa Oszczędności Bank Polski S.A. as
the original creditor, hedging security provider, account bank, and
agent _"Bank" or "Lender"_ and VIGO
Photonics Corporation as the guarantor of the multi-part credit
agreement _"Credit Agreement"_ for a total maximum
commitment amount of USD 3,000,000.00 _acquisition loan_, EUR
3,000,000.00 _investment loan_, and EUR 5,000,000.00
_revolving loan_. The purpose of the Credit Agreement is to finance
the acquisition of assets of the American company Infrared Associates
Incorporation, support the Issuer's investments, and refinance
existing debt to ING Bank Śląski S.A..
The
conclusion of the Credit Agreement is a key element of the long-term
financing and development strategy of the Issuer's Group, and its terms,
particularly the financial obligations and collateral, have a
significant impact on the Company's future financial and operational
situation.
The
Credit Agreement consists of three lines:
Acquisition
Loan:
A term loan in USD with a maximum amount of USD 3,000,000.00 for
the purpose of acquiring the assets of the American Company Infrared
Associates Incorporation and covering the purchase price by granting a
loan to the guarantorVIGO Photonics Corporationbased on an acquisition
loan agreement.
Investment
Loan:
A term loan in EUR with a maximum amount of EUR 3,000,000.00
taken out for the purpose of refinancing the existing investment loan
held by the Issuer at ING bank.
Revolving
Loan
in EUR with a maximum amount of EUR 5,000,000.00 for refinancing
the existing revolving loan held by the Issuer at ING bank or financing
the Issuer's working capital.
The
interest rate for the aforementioned loans will be variable, calculated
based on the WIBOR rate increased by the bank's margin.
The
Agreement provides for the establishment of a package of collateral
typical for debt financing, including on the Issuer's shares in Vigo
Ventures Alternatywna Spółka Inwestycyjna sp. z o.o. and VIGO Photonics
Corporation, as well as on the Company's assets, including mortgages,
registered and financial pledges, assignment of rights from contracts,
guarantees, insurance, and pledges on receivables from bank accounts.
Final
repayment date
for the acquisition loan and the investment loan: 5 years from the date
of the Credit Agreement, and for the revolving loan: 2 years from the
date of the Credit Agreement.
In
the event of voluntary early repayment of the acquisition or investment
loan, the Issuer is obliged to pay an early repayment commission.
A
loan agreement _"Loan Agreement"_ concluded between the Issuer _as
Shareholder_, the subsidiary VIGO Photonics Corporation _as Borrower_,
and Fundusz Ekspansji Zagranicznej 2 Fundusz Inwestycyjny Zamknięty
Aktywów Niepublicznych _as Lender_, managed by PFR Towarzystwo
Funduszy Inwestycyjnych S.A.
The
loan amount was set up to USD 5,500,000.00. The funds will be used
exclusively to cover the purchase price of the assets of Infrared
Associates, Inc., with a fixed interest rate of 8.5% per annum. The loan
will be repaid in annual installments over a period of 10 years.
The
Agreement provides for the establishment of a package of collateral
typical for debt financing, including on the Issuer's shares in Vigo
Ventures Alternatywna Spółka Inwestycyjna sp. z o.o. and VIGO Photonics
Corporation, as well as on the Company's assets, including mortgages,
registered and financial pledges, assignment of rights from contracts,
guarantees, insurance, and pledges on receivables from bank accounts.
The
financing described above is secured by Korporacja Ubezpieczeń Kredytów
Eksportowych _KUKE_. The guarantees granted by KUKE are secured in the
same way as the aforementioned loan and credit.
In
the opinion of the Company's Management Board, the immediate disclosure
of the inside information could violate the Company's legitimate
interests, because the immediate public disclosure of the above inside
information regarding the purpose of the Credit Agreement and the Loan
Agreement could negatively affect the asset purchase negotiation
process, particularly creating a significant risk of a possible
deterioration of the Company's negotiating position vis--vis Infrared
Associates Inc.. Furthermore, the immediate public disclosure of the
inside information could lead to an improper assessment of this
information by the public, considering the then-current stage of the
asset purchase negotiation process, the lack of a concluded asset
acquisition agreement, and the lack of binding decisions regarding some
elements of the asset acquisition agreement. Additionally, the parties
had not yet finalized the agreed terms of the potential transaction in
the asset purchase agreement, and there was a need to conduct an
internal coordination process and obtain the required corporate
approvals within the Company.
The
public disclosure of the above information before the occurrence of the
indicated events could have led to market circumstances or third-party
behavior which, in the Company's assessment, would potentially
jeopardize the ongoing negotiations and the outcome of the Process.
Specifically, the public disclosure of the subject information could
have misled the public as to the possible outcome of the process.
The
Company's Management Board simultaneously assures that it has taken the
steps required by the MAR Regulation to maintain the confidentiality of
the delayed inside information until its public disclosure, in
particular by applying internal procedures for information circulation
and protection.
In
accordance with the content of Article 17 section 4 third subparagraph
of the MAR Regulation, the Company will immediately inform the Polish
Financial Supervision Authority _Komisja Nadzoru Finansowego_ of the
delay in the disclosure of the subject inside information immediately
after the publication of this report, by submitting written explanations
on the fulfillment of the conditions set out in Article 17 section 4
letters a_ - c_ of the MAR Regulation.
The
Company's Management Board informs that the direct reason for the
publication of the delayed inside information is the fulfillment by the
Company of all conditions necessary for the disbursement of the
investment loan and the loan for the acquisition of the assets of
Infrared Associates, Inc., and the fulfillment of all elements required
for the acquisition of the assets of Infrared Associates, Inc. under the
asset acquisition agreement and the commencement of the market
integration phase and further business development in the American
market.
Legal
Basis: Article 17 section 1 in connection with Article 17 section 4 of
Regulation _EC_ No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse _Market Abuse Regulation_ and
repealing Directive 2003/6/EC of the European Parliament and of the
Council and Commission Directives 2003/124/EC, 2003/125/EC and
2004/72/EC.
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RB: Publikacja opóźnionej informacji poufnej dotyczącej nabycia przez spółkę zależną VIGO
Photonics S.A. aktywów spółki Infrared Associates, Inc., zawarcia umowy kredytowej
oraz umowy pożyczki na finansowanie akwizycji i inwestycji oraz refinansowania istniejącego
zadłużenia.
