CUI Global Inc. (CUI) announced that it has signed a Shareholder Purchase Agreement or SPA to acquire 100% of the capital stock of Orbital Gas Systems Limited or "Orbital-UK", a United Kingdom-based provider of natural gas infra-structure and advanced technology, including metering, odorization, remote telemetry units or "RTU" and a diverse range of personalized gas engineering solutions to the gas utilities, power generation, emissions, manufacturing and automotive industries.
The acquisition will also immediately add significant revenues and earnings to CUI Global. The SPA calls for purchase of all of the outstanding shares in Orbital-UK and its subsidiary for a gross purchase price of 17.0 million pounds. The transaction is expected to close by April 30, 2013, subject to customary closing conditions, including regulatory approval. The purchase is to be funded in part by a future equity offering and available cash resources.
Effective upon completion of the acquisition, Orbital-UK will become a wholly owned subsidiary of CUI Global. Andrew Ridge will continue as the managing director of Orbital-UK. William Clough will remain as president and CEO of CUI Global, and assume the role of CEO of Orbital-UK. CUI Global said it does not expect any organizational changes to Orbital-UK's operations in the United Kingdom or elsewhere.
Orbital-UK's unaudited historical results for calendar year 2012 show that it produced net income of approximately $3.1 million on gross revenues in excess of $23.0 million. An unaudited pro forma condensed combined statement of operations for fiscal 2012 results in net earnings of $511,399 or $0.03 earnings per share on gross revenues of more than $63.9 million.
by RTT Staff Writer
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