Wireless Telecom Group Inc to Acquire Holzworth Instrumentation
Wireless Telecom Group announced the signing of a definitive agreement to acquire Holzworth Instrumentation, a Boulder, Colorado based provider of specialty phase noise analyzers and signal generators. Holzworth instruments are used by government labs, the semiconductor industry, and network equipment providers, among others, in research and automated test environments. The company expects to close this acquisition in the months ahead. The initial purchase price for Holzworth is comprised of $8M of cash payable at closing, $1.5M in deferred cash payments, subject to minimum EBITDA thresholds, and $500,000 of Wireless Telecom Group common stock based on the 90-day volume weighted average share price of $1.44 per share. The shares will be subject to a 36-month lock-up provision. The transaction closing is conditioned upon the company obtaining proceeds from a debt financing in an amount sufficient to pay the total closing cash consideration of the acquisition of $8M. The company is engaged in a process to obtain such financing. The Holzworth acquisition agreement also includes customary representations and warranties and indemnifications of both the company and Holzworth, and is subject to customary closing conditions in addition to the debt financing condition.