DPW Holdings, Inc. (NYSE American:DPW) ("
DPW" or
the "
Company"), a diversified holding company,
announced today the entry into an agreement that, upon
consummation, will result in the acquisition by its wholly-owned
subsidiary, CooliSys Technologies Inc.
(“
Coolisys”) of Enertec Systems 2001 Ltd., a
private Israeli company (“
Enertec”). Coolisys is a
technology-centric company dedicated to servicing the defense and
aerospace sectors as well as industrial and medical sector
businesses worldwide. Enertec is 22 years old and is Israel’s
largest private manufacturer of specialized electronic systems for
the military market, generating over $8 million of annual revenue.
Enertec is renowned for providing multi-purpose turnkey systems for
military applications internationally and as a strategic partner in
joint executions of large and complex long-term projects. Enertec
provides reliable sophisticated systematic solutions to various
defense industry applications including missiles, UAVs, tanks,
combat aircraft, missile boats and submarines, mobile trailers and
satellites. The acquisition of Enertec expands Coolisys’ advanced
technology development and manufacturing footprint and capabilities
with the addition of over 70 professional and skilled
employees, most of whom are engineers with proven military
experience. Enertec is currently a subsidiary of Micronet Enertec
Technologies, Inc. (Nasdaq:MICT) (“
MICT”).
Commenting on the transaction, Coolisys President and CEO Amos
Kohn stated, “The purchase of Enertec marks a major step in
continuing to execute our acquisition growth strategy into 2018 and
beyond. We are very pleased that through this anticipated
acquisition, we will realize an expansion of our customer base and
benefit from Enertec’s innovative technology. Additionally,
Coolisys will increase its manufacturing capacity and capabilities
while improving its technical knowledge base. Enertec may provide
synergistic opportunities that Coolisys can leverage through
partnership between its subsidiaries. Enertec’s product line is
extensive and ranges from airborne power supply units, automatic
testing systems, and simulators to command and control centers
inclusive of all internal electronic systems, detection and
protection systems for sensitive security installations and missile
launching systems. Their electronic solutions meet the rugged
demands of aerospace, land and naval combat applications. This
acquisition is strategic in growing Coolisys as a leading provider
to the Defense, Aerospace and Electronics markets internationally.”
Mr. Kohn added. “The addition of Enertec will allow Coolisys to
benefit from the U.S. Department of Defense’s Foreign Military
Sales (FMS) and Military Financing (FMF) programs to expand its
current defense business in Israel as well as with others in the
global defense market such as India, NATO and other nations and
agencies.” The transaction is subject to customary closing
conditions.
Coolisys believes the acquisition of Enertec is very timely
given that the United States and Israel signed on September 14,
2016 a new aid deal that gives the Israeli military $38 billion
over the course of 10 years. It’s the largest such agreement the
U.S. has ever had with any country. The new aid package calls for
$3.8 billion in funding per year, an increase from $3.1 billion per
year under the current 10-year deal that expires in 2018.
Under the agreement, Israel’s ability to spend part of the funds on
Israeli military products will be phased out and instead the funds
shall be used for purchases from certified U.S. manufacturers of
defense equipment and weaponry. Similarly, Coolisys and Enertec
have a common Israeli customer that is a world leader in the
defense sector delivering systems for air, space, land, sea, cyber
and homeland security. The timeliness of this transaction, Coolisys
believes, will enable the two entities to leverage their
relationship with their customer base. This common customer has
been awarded contracts totaling almost $2 billion to deliver an
advanced MRSAM air and missile defense system to the Indian
Army.
Coolisys shall pay MICT $5,250,000 cash, as adjusted if
Enertec’s closing debt is greater or lesser than $4,000,000 and for
certain other matters. Under certain circumstances, Coolisys may be
required to pay a $300,000 break-up fee if the acquisition is not
consummated. The transaction is scheduled to close the later of 60
days or 15 days after delivery of Enertec's audited financials.
ABOUT DPW HOLDINGS, INC.
Headquartered in Fremont, CA, DPW Holdings, Inc. is a
diversified holding company that, through its wholly owned
subsidiary, Coolisys Technologies, Inc., is dedicated to providing
world-class technology-based solutions where innovation is the main
driver for mission-critical applications and lifesaving services.
Coolisys’ growth strategy targets core markets that are
characterized by “high barriers to entry” and include specialized
products and services not likely to be commoditized. Coolisys
through its portfolio companies develops and manufactures
cutting-edge resonant switching power topologies, specialized
complex high-frequency radio frequency (RF) and microwave
detector-log video amplifiers, very high-frequency filters and
naval power conversion and distribution equipment. Coolisys
services the defense, aerospace, medical and industrial sectors and
has four subsidiaries including Digital Power North America (f/k/a
Digital Power Corporation), www.DigiPwr.com, a leading manufacturer
based in Northern California, 1-877-634-0982; Digital Power Limited
dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based
in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with
its headquarters in Shelton, CT 1-203-866-8000; and Power-Plus
Technical Distributors, www.Power-Plus.com, a wholesale distributor
based in Sonora, CA 1-800-963-0066.
Digital Power Lending, LLC, a wholly owned subsidiary of the
Company, is based in Fremont, CA, and is a California private
lending company dedicated to strategically providing capital to
small and middle size businesses for an equity interest in addition
to loan fees and interest, www.DigitalPowerLending.com. Excelo,
LLC, a wholly-owned subsidiary of the Company, is a national search
firm specializing in fulfilling strategic executive, professional
and hi-tech placements for businesses delivering world-class
services, www.Excelo.com. DPW Holdings, Inc.’s headquarters is
located at 48430 Lakeview Blvd., Fremont, California, 94538;
1-877-634-0982; www.DPWHoldings.com.
For Investor inquiries: IR@DPWHoldings.com or
1-888-753-2235.
Forward-Looking Statements
The foregoing release contains “forward looking statements”
within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including statements regarding the
acquisition and the ability to consummate the acquisition. These
forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are
not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) conditions to the closing of the
acquisition may not be satisfied; (2) the acquisition may
involve unexpected costs, liabilities or delays; (3) the Company
may be adversely affected by other economic, business, and/or
competitive factors; (4) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the purchase agreement; (5) the possibility that the Company may
not be able to successfully integrate Enertec with its current
business and execute its projected business plan as expected and
(6) other risks to consummation of the acquisition, including the
risk that the acquisition will not be consummated within the
expected time period or at all. More information, including
potential risk factors, that could affect the Company’s business
and financial results are included in the Company’s filings with
the U.S. Securities and Exchange Commission, including, but not
limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are
available at www.sec.gov and on the Company’s website at
www.DPWHoldings.com.
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