US technology company VisionWave Holdings has signed a preliminary agreement to acquire a 51% stake in Ukrainian company EUROPOSTACHSERVICE (EPSERVICE), which develops unmanned aerial systems and drone control technologies. The proposed transaction is valued at $7 million.
According to VisionWave, the company has signed a non-binding Letter of Intent (LOI) with EPSERVICE and Dubai-based Metal Machinery Components Trading (MMC), which owns a 51% stake in the Ukrainian developer. Under the proposed transaction, VisionWave would acquire MMC's entire stake in exchange for cash.
If completed, the acquisition would give the US company a controlling interest in EPSERVICE, while the Ukrainian company's remaining shareholders would retain a combined 49% stake. VisionWave would also obtain the right to appoint a director of EPSERVICE in accordance with the company's charter and Ukrainian law.
EPSERVICE specializes in the development and integration of unmanned aerial systems. Its core technology is ICMM (Intelligent Control Module for Motherships), a control system for a mothership drone capable of transporting and coordinating FPV drones. The technology combines an aerial platform, onboard electronics, flight control software, and communications systems.
According to EPSERVICE, the system's current configuration supports the simultaneous operation of one mothership drone and one FPV drone. The platform's architecture is designed to be scalable, potentially enabling the control of additional unmanned aircraft. The company is also developing secure communications, autonomous navigation, and reusable electrically powered unmanned aerial vehicles.
VisionWave said it had received video footage of ICMM testing that EPSERVICE claims was conducted in Ukraine. However, the US company has not yet independently verified the system's claimed technical capabilities. Before entering into a definitive agreement, VisionWave intends to conduct comprehensive business and technical due diligence, including a demonstration flight of the system in Ukraine.
The proposed transaction is valued at $7 million, with the purchase price payable to MMC in a single cash payment 90 days after closing. The funds would not be paid directly to EPSERVICE. VisionWave expects to finance the acquisition through a future capital raise, which had not been arranged at the time of the announcement. The transaction does not предусматри the issuance of VisionWave shares, warrants, or other equity instruments as consideration.
Meanwhile, EPSERVICE's intellectual property and technologies would remain owned by the Ukrainian company and located in Ukraine. Any transfer of controlled technologies, software, technical documentation, or engineering support to VisionWave or outside Ukraine would require authorization from the State Service of Export Control of Ukraine. No such authorization has been requested or obtained to date.
The preliminary agreement is non-binding with respect to the proposed acquisition itself. Completion of the transaction remains subject to the negotiation of a definitive agreement, legal, financial, and technical due diligence, verification of EPSERVICE's intellectual property rights, sanctions screening, necessary regulatory approvals, and approval by VisionWave's board of directors.
The parties expect to sign a definitive agreement within 45 days of executing the LOI and close the transaction within the following 30 days. However, VisionWave emphasizes that there is no assurance that a definitive agreement will be signed or that the transaction will be completed.
VisionWave Holdings is a US technology company listed on Nasdaq under the ticker symbol VWAV. The company develops unmanned ground and aerial systems, autonomous technologies, and solutions for defense, security, and commercial applications. Its portfolio includes the VARAN unmanned ground platform and a range of unmanned aerial systems.
