908 Devices Inc. acquired CAM2 Technologies, LLC for $76.6 million.
April 30, 2024
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908 Devices Inc. (NasdaqGM:MASS) entered into an Equity Purchase Agreement to acquire CAM2 Technologies, LLC for $76.6 million on April 29, 2024. Pursuant to the Purchase Agreement, Company purchased, all of Seller Entity?s right, title and interest in and to all of the issued and outstanding equity interests of RedWave (the ?Transaction?), in exchange for an initial payment of $45.0 million in cash (the ?Cash Consideration?), and 1,497,171 unregistered shares of common stock. The Cash Consideration is subject to additional working capital, cash, debt, and transaction expense adjustments as set forth in the Purchase Agreement. The Purchase Agreement also provides that approximately $4.5 million of the Cash Consideration will be placed into an indemnification escrow account for a 12-month period following the Closing Date to settle certain claims for indemnification for breaches or inaccuracies in RedWave?s representations and warranties, covenants, and agreements. Pursuant to the Purchase Agreement, the Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of Company Common Stock (the ?Earnout Shares? and, together with the Closing Shares, the ?Shares?) as contingent consideration based on the amount of revenue the Company generates from the sale of certain RedWave products and services (?Earnout Revenue?) during the 2-year period from May 1, 2024 through April 30, 2026 (the ?Earnout Period?) as provided in the Purchase Agreement (the ?Earnout Milestone?). If the Earnout Revenue achieved during the Earnout Period is at least $37 million, the Company will be obligated to issue at least 1,000,000 Earnout Shares, which number of Earnout Shares will be increased based on the amount of Earnout Revenue achieved during the Earnout Period as provided in the Purchase Agreement, up to a maximum of 4,000,000 Earnout Shares for Earnout Revenue equal to or greater than $45 million. The Earnout Revenue also may include certain qualified bookings credit for certain RedWave products in the event that Earnout Revenue is otherwise above $37 million. No Earnout Shares will be issued if the Earnout Revenue achieved during the Earnout Period is less than $37 million. The Transaction and the Purchase Agreement were unanimously approved by the board of directors of the Company, the members of Seller Entity and the Seller Entity in its capacity as the sole member of RedWave. RedWave grew revenue 20%+ to $13.7 million revenue in 2023. Perella Weinberg Partners LP is acting as financial advisor and Goodwin Procter LLP serving as legal counsel to 908 Devices Inc. Diamond Capital Advisors is acting as financial advisor and Benesch, Friedlander, Coplan & Aronoff LLP is serving as legal counsel to RedWave Technology.
908 Devices Inc. (NasdaqGM:MASS) completed the acquisition of CAM2 Technologies, LLC on April 29, 2024.
908 Devices Inc. offers a suite of purpose-built handheld and desktop mass spectrometry (Mass Spec) devices for the point of need chemical and biochemical analysis. The Company's Mass Spec devices are used at the point of need to interrogate unknown and invisible materials and provide answers to address problems in life sciences research, bioprocessing, industrial biotechnology, forensics and adjacent markets. Its products include MX908, Rebel, ZipChip, Maven and Maverick. MX908 is a handheld, battery-powered, Mass Spec device designed for the analysis of solid, liquid, vapor and aerosol materials of unknown identity. MX908 is a multi-purpose device utilized by a spectrum of user segments for a variety of forensic field applications, including chemical, explosive, priority drug and hazardous materials operations, detecting materials at the trace level. The Rebel is a small desktop analyzer providing real-time information on the extracellular environment in bioprocesses.