Identiv, Inc. completed the acquisition of substantially all of the assets of the Freedom, Liberty, and Enterphone™ MESH products and services from Viscount Communications and Control Systems Inc. and Freedom Access and Indemnity, LLC.
January 02, 2019
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Identiv, Inc. (NasdaqCM:INVE) entered into an asset purchase agreement to acquire substantially all of the assets of the Freedom, Liberty, and Enterphone™ MESH products and services from Viscount Communications and Control Systems Inc. and Freedom Access and Indemnity, LLC for $6.5 million on December 18, 2018. Under the terms, the aggregate consideration to be paid by Identiv at the closing of the asset purchase is expected to be approximately $3 million, consisting of approximately $1 million in cash, subject to adjustments based on sellers’s closing working capital, and the issuance of shares of Identiv’s common stock with a value of approximately $2 million. Additionally, in the event that revenue from the purchased assets in 2019 is greater than certain specified revenue targets, Identiv will be obligated to issue earn-out consideration of up to a maximum of $3.5 million payable in shares of Identiv’s common stock. In the event that such revenue targets are not met in 2019, but 2020 revenue from the purchased assets exceeds certain higher targets for 2020, then Identiv will be obligated to issue up to a maximum of $2.25 million in earnout consideration in the form of stock. The maximum total earnout consideration payable for all periods is $3.5 million in the aggregate, payable in Identiv common stock. $0.15 million of Identiv’s common stock issuable at the closing of the asset purchase will be held back for 12 months following the closing for the satisfaction of certain indemnification claims. Of the consideration to be paid at closing $0.05 in cash will be good faith, non-refundable deposit. In addition, Identiv will assume certain lease obligations and will enter into an employment agreement with certain employees of the sellers.
The transaction is subject to the satisfaction or waiver of certain conditions including approval of the shareholders of Viscount Systems, Inc., regulatory authority’s approvals and Identiv shall have received a duly executed employment agreement between Identiv and Scott Sieracki, the President of the seller. The transaction is expected to close on or about January 2, 2019. Identiv expects the acquired product lines to add between $4 million and $5 million to Identiv’s Premises segment revenue in fiscal 2019 and contribute positive adjusted EBITDA post synergies. Stanley Pierson of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor for Identiv. Lawrence G. Nusbaum of Gusrae Kaplan Nusbaum PLLC acted as legal advisor for Viscount Communications and Control Systems Inc. and Freedom Access and Indemnity, LLC.
Identiv, Inc. (NasdaqCM:INVE) completed the acquisition of substantially all of the assets of the Freedom, Liberty, and Enterphone™ MESH products and services from Viscount Communications and Control Systems Inc. and Freedom Access and Indemnity, LLC on January 2, 2019.
Identiv, Inc. is a global provider of secure identification and physical security. The Company operates through two segments: Identity segment and Premises segment. Identity segment designs, technologies, and intellectual property (IP) that enable the secure digital capabilities of radio-frequency identification (RFID) chips to work within the analog world of antennas, power harvesting, data conversion and security. Premises segment offers a comprehensive, end-to-end product line with customization that meets the varying needs of the customers. Premises business product portfolio includes identity credentials, access readers, access control systems, video management systems, and video analytics, deployed in a hyper-converged platform or a cloud-based architecture. The Companyâs software platform for premises digitization enables centralized management of a physical place, including control of doors, cameras, gates, elevators and other building equipment.
Identiv, Inc. completed the acquisition of substantially all of the assets of the Freedom, Liberty, and Enterphone™ MESH products and services from Viscount Communications and Control Systems Inc. and Freedom Access and Indemnity, LLC.