DPAC Technologies Corp. today announced that it has entered into an Asset Purchase Agreement with B&B Electronics, pursuant to which a wholly-owned subsidiary of B&B Electronics has agreed to acquire substantially all of the assets of Quatech, Inc., for $10.5 million.
This sale represents substantially all of the assets of DPAC. The agreement also requires the establishment of an escrow of $900,000. The acquisition has been unanimously approved by DPAC’s Board of Directors and by a special independent committee of DPAC’s directors.
As part of the transactions, DPAC intends to make liquidating distributions following the closing of $0.05 per share to common shareholders who are not directors, officers, or otherwise party to an allocation agreement entered into among DPAC’s majority shareholder, certain shareholders who are members of the board and/or management and other parties named therein. DPAC’s ability to make liquidating distributions in this amount is only possible because of the terms agreed to by the parties to the allocation agreement, in which these parties agreed to receive lower payments than the payments to which these parties would otherwise be entitled under the terms of DPAC’s organizational documents and financing agreements.
Quatech holds a strong industry position as a global leader in Ethernet, Wi-Fi, USB and serial device networking and connectivity solutions in wireless and traditionally wired industrial environments. When the acquisition is completed, Quatech will operate as a subsidiary of B&B Electronics.
“We believe this transaction creates value for DPAC’s shareholders and are excited about the opportunity this creates for Quatech’s customers,” said Steve Runkel, President and CEO of DPAC.
The acquisition is subject to customary closing conditions, including the receipt of various third party consents. Majority shareholders of DPAC, representing 83.9% of the voting shares of its common shares and Series A Preferred stock have entered into voting agreements with B&B and approved the transactions on August 3, 2011. An allocation agreement was entered into contemporaneously with the signing of the Asset Purchase Agreement, and DPAC will file a Current Report on Form 8-K with respect to the definitive agreements. DPAC is filing a preliminary Information Statement with the SEC on or about August 5, 2011 and will cause the definitive version to be distributed as soon as it can thereafter. The acquisition is expected to close by fall, 2011.