ARC Wireless Solutions, Inc. (NASDAQCM: ARCW) ("ARC") announced today that its acquisition of Advanced Forming Technology, Inc., ("AFT") and Quadrant Metals Technologies, LLC ("QMT") is progressing and is scheduled to close in the third quarter. Highlights of the acquisitions include:
- ARC to acquire AFT, including its assets and operations in Hungary, for $43 million, approximately 1.0x Book Value, in a mix of cash and a convertible promissory note.
- ARC to issue 7,857,898 shares valued at $4.00 per share, a 39% premium to ARC's closing price as of June 28, 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.
- Estimated annual Net Revenues: $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.