Spire Corporation ("Spire") (NASDAQ: SPIR), a diversified global company providing solar photovoltaic equipment and systems, and biomedical processing services, announced today that it has completed the sale of substantially all the assets of Spire Semiconductor, LLC’s foundry services business for aggregate consideration of $8.5 million, as described in more detail below, to Masimo Semiconductor, Inc., a wholly owned subsidiary of Masimo Corporation ("Masimo").
“With the divestiture of our semiconductor business to Masimo, Spire has strengthened its financial position and can now more aggressively pursue opportunities in its solar and biomedical businesses," said Roger G. Little, Chairman and Chief Executive Officer of Spire Corporation. “For the past several years, Masimo has been one of our largest customers and is an ideal strategic buyer for the business.”
Joe Kiani, Masimo CEO and Chairman of the Board stated, “Spire Semiconductor is a very innovative company. We have been extremely impressed with their technology and the service they have provided to us as a customer. We plan to continue building on the proprietary technology base established by Spire Semiconductor. The acquisition will permit us to focus the operation on Masimo’s custom component requirements and accelerate technology advancements in our non-invasive blood monitoring products.”
The asset purchase agreement provided that the aggregate purchase price for the Semiconductor Business unit was $8.0 million plus the assumption of $500,000 in liabilities, with the cash portion of the purchase price being reduced by retained cash and liabilities assumed by Masimo in excess of $500,000. As a result on the closing date, the Company received approximately $7.2 million in cash and Masimo assumed approximately $1.2 million in liabilities. Of the purchase price approximately 10% of the cash portion was deposited into an indemnity escrow account for fifteen months.ThinkEquity LLC served as exclusive financial adviser to Spire Corporation. About Spire Corporation Spire Corporation is a diversified company serving the solar energy, biomedical and defense industries worldwide with innovative products and services based upon a common technology platform. For further details on the Company and its products, please visit www.spirecorp.com. Certain matters described in this press release may be forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risk of dependence on market growth, competition and dependence on government agencies and other third parties for funding contract research and services, as well as other factors described in the Company's Form 10-K and other periodic reports filed with the Securities and Exchange Commission.