ARC Wireless Solutions Inc. (ARCW) announced the signing of definitive agreements to purchase Advanced Forming Technology Inc., or "AFT" and Quadrant Metals Technologies, LLC or "QMT".
ARC said that it will be renamed as ARC Group Worldwide, Inc. and will be a diversified manufacturing holding company with operations in Colorado, Florida, Pennsylvania, Texas, Minnesota, China and Hungary. ARC noted that it intends to continue to trade on the NASDAQ Capital Market with the ticker symbol "ARCW".
ARC Wireless Solutions stated that will acquire AFT, including its assets and operations in Hungary, for $43 million.
ARC said that will issue 7.86 million shares valued at $4.00 per share, a 36% premium to ARC's closing price as of April 12, 2012, to acquire QMT in a non-cash transaction.
Transaction values equity of QMT at $31.4 million, a significant discount to the low end of a range determined by an independent valuation and advisory services provider.
Pro-forma projected Net Sales for twelve months ending June 30, 2012: $66 million.
Historical EBITDA margins at QMT have been approximately 15-19%, which ARC would expect to achieve or improve on company-wide over time, upon integration and growth of its business.
The transaction, which is expected to be completed in the second quarter of 2012 subject to regulatory and shareholder approval, is also anticipated to involve a 1-for-1.95 reverse stock split.
by RTT Staff Writer
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