Cadre Holdings, Inc. (NYSE:CDRE) entered into a definitive agreement to acquire ICOR Technology Inc. for CAD 60 million on December 22, 2023. Pursuant to the terms of the Purchase Agreement, Purchaser agreed to acquire ICOR for an aggregate purchase price of up to CAD 60 million in cash, subject to adjustment, including adjustments for Closing Date Working Capital, adjustments for Closing Date Indebtedness, Closing Transaction Expenses, the Earnout Adjustment Amount, the MK4 Working Capital Adjustment Amounts, and the Payroll Expense Gross-Up Amount, each in accordance with the terms of the Purchase Agreement. The adjusted Purchase Price may be reduced by up to the Earnout Adjustment Amount to the extent that ICOR fails to achieve Cumulative Revenue of CAD 86 million over a three-year period from the anniversary of the Closing Date.

The cash portion of the Purchase Price payable at Closing is expected to be approximately CAD 52 million. ICOR generated approximately CAD 26 million in revenues for the fiscal year ending July 31, 2023. The transaction is anticipated to close in the first quarter of 2024, subject to the satisfaction of customary closing conditions, and is expected to be funded through available cash on the Company?s balance sheet and potentially a draw on its existing undrawn revolving credit facility.