Multiband Corporation (NASDAQ: MBND), a leading Home Service Provider (HSP) for DIRECTV and the nation's largest DIRECTV Master System Operator (MSO) for Multiple Dwelling Units (MDU’s), today announced it has signed a non-binding letter of intent (LOI) to acquire WPCS International Incorporated (NASDAQ: WPCS), a leader in design-build engineering services for communications infrastructure based in Exton, Penn.
The acquisition, which will be subject to customary due diligence, negotiation of a definitive merger agreement and other conditions, including the approval of the shareholders of WPCS, is expected to close by the end of the third quarter of 2011. Multiband is offering $3.20 in cash per share for WPCS shares. Multiband, in exchange for a 120 day exclusive period (90 days with a 30 day extension option) in which to close the transaction, has agreed to a one million dollar down payment, refundable in the event the definitive agreement is materially breached by WPCS or certain other circumstances. In conjunction with the LOI announcement, Multiband has entered into a separate agreement with a third party to acquire for cash at $3.20 per share approximately 710,000 shares of WPCS’s outstanding common stock, representing an approximate 10% interest in WPCS. To fund the balance of the transaction, Multiband has received a commitment letter for a senior debt facility. This facility, which is subject to negotiation of definitive documentation and other conditions, will be used to repay the entire $29 million promissory note of Multiband held by DirecTech and to provide the capital to acquire 100% of WPCS, as well as to fund other strategic opportunities.
James L. Mandel, CEO of Multiband, commented, “This strategic acquisition will be significant for Multiband, expanding our service offering across a similar geographic footprint to our current presence and creating opportunity for significant operational leverage through the consolidation of real estate, training, and overhead expenses. Once integrated, we expect the acquisition to be immediately accretive, adding more than $100 million in revenue and between $5-8 million in EBITDA, on an annual basis.”