BOS Announces Definitive Agreement to Purchase the Assets of Imdecol Ltd.
March 20 2019 - 9:30AM
B.O.S. Better Online Solutions Ltd. ("BOS" or the "Company")
(NASDAQ: BOSC), a leading Israeli integrator of RFID and Mobile
solutions and a global provider of Supply Chain solutions to
enterprises, announced today that it has signed a definitive
agreement to purchase the assets of Imdecol Ltd. (www.imdecol.com),
a global integrator and manufacturer of automatic and robotic
systems that enhance the productivity of production lines.
The transaction is expected to close by June 1, 2019.
Benefits of the Acquisition:
With the acquisition of Imdecol, BOS expects to
realize the following benefits to its RFID and Mobile Division:
- Potential growth engine based on Imdecol's advanced
technology related to automatic and robotic systems that enhance
the productivity of production linesImdecol's business can
be an excellent growth engine mainly due to increasing demand from
manufacturers for improvements in the productivity of their
production lines. This demand is supported by government incentives
for manufacturers who invest in automatic systems to enhance the
efficiency and productivity of production. BOS' RFID
expertise and Imdecol's robotic systems are crucial elements in
Industry 4.0/IOT for industry/Smart Factory (a name given to the
current trend of automation and data exchange in manufacturing
technologies referred to as the 4th industrial
revolution).
- Significantly expand product
offeringThrough the integration with Imdecol, BOS will
significantly expand its offerings to its existing worldwide
manufacturer client base (accounts for 20% of BOS' client
base).
- Increased exposure to international
marketsCurrently BOS' RFID and Mobile Division sales are
only in Israel. Approximately 45% of Imdecol’s revenues in 2017 and
2018 were outside of Israel. Imdecol's primary markets
outside of Israel are Australia, New Zealand, North and South
America. We plan to offer to International customers a combined
offering of BOS' RFID and Imdecol's robotic systems.
- Substantial enhancement to BOS' technological
capabilitiesImdecol has 26 employees, including 6
engineers and 2 practical engineers who are expected to be a
significant and important addition to BOS' technological
capabilities.
- Significant contribution to BOS' revenues and
EBITDABased on Imdecol's audited (Israeli GAAP) financial
reports, in the fiscal years 2017 and 2018, Imdecol recorded
average annual revenue of NIS 20.7 million (approximately $5.7
million), average annual operating income of NIS 1.9 million
(approximately $530,000) and average annual EBITDA of NIS 2.0
million (approximately $555,000).
Eyal Cohen, BOS Co-CEO and CFO, stated, "We are
pleased with this acquisition of Imdecol’s assets. Imdecol
precisely meets all of our acquisitions criteria as detailed in our
strategy discussion and as part of our investor presentation: It is
complementary to BOS’ current lines of business,
profitable, provides significant
contribution to BOS' financials, and is located in
Israel.
The purchase price of Imdecol’s business is based
on a multiple of four times the average annual operating profit of
Imdecol’s business for the years 2017, 2018, 2019 and for the 12
months ended June 30, 2020.
The purchase price consists of a combination of
cash and ordinary shares of BOS, payable as follows:
- NIS 1 million (approximately $280,000) was paid to Imdecol upon
signing the definitive agreement;
- An additional NIS 4.5 million (approximately $1.25 million)
shall be paid to Imdecol at closing, which is expected to occur on
or about June 1, 2019.
- NIS 1.5 million (approximately $417,000) shall be paid to
Imdecol no later than August 2020, by way of issuance of BOS’
ordinary shares. The value of the ordinary shares will be
determined according to their market price prior to issuance and
the shares will be subject to a lock-up period until June
2022.
- An additional amount in cash may be paid by August 2020, based
on the performance through June 2020.
In addition, BOS will acquire Imdecol’s inventory
at its book value on the closing date, which is estimated at NIS
2.6 million (approximately $720,000). BOS will pay an advance
of NIS 1.5 million (approximately $417,000) upon closing and the
balance will be paid on an ongoing basis as the inventory is
consumed."
Eyal Cohen added: "The cash portion of the
acquisition price will be financed mainly through a combination of
commercial bank loans and internal cash resources."
Yuval Viner, BOS Co-CEO, commented, "As we execute
our growth strategy, we remain focused on expanding our
capabilities and market presence both organically and through
acquisitions. The addition of Imdecol will substantially
enhance BOS' technological capabilities, broaden our solutions to
address a wider range of customers, expand the footprint of our
RFID and Mobile division in the industrial segment, and open up the
international markets for BOS.”
Benny Katz, Imdecol's founder and CTO and Ayelet
Hayak, Imdecol's CEO, added, "We believe that BOS is a perfect
match for Imdecol. With BOS' managerial, operational and financial
capabilities and the synergy of Imdecol and BOS in the aspects of
customers and product offerings, we believe we can step up
Imdecol’s business globally. We look forward to the opportunities
ahead.”
For more information:
International |
Israel |
Company
Contact |
|
|
|
John
Nesbett |
Iris
Lubitch |
Eyal Cohen,
Co-CEO & CFO |
Institutional Marketing Services |
Smart
Team |
BOS |
(203)
972-9200 |
0542528007 |
+972-542525925 |
jnesbett@institutionalms.com |
iris@smartteam.co.il |
eyalc@boscom.com |
About BOS B.O.S. Better Online Solutions
Ltd. (BOSC) is a leading Israeli provider of RFID and Mobile
solutions and a global provider of Supply Chain solutions to
enterprises. BOS' RFID and Mobile division offers both turnkey
integration services as well as stand-alone products, including
best-of-breed RFID and AIDC hardware and communications equipment,
BOS middleware and industry-specific software applications. The
Company's Supply Chain division provides electronic components
consolidation services to the aerospace, defense, medical and
telecommunications industries as well as to enterprise customers
worldwide. For more information, please
visit: www.boscorporate.com.
Safe Harbor Regarding Forward-Looking
Statements
The forward-looking statements contained herein
reflect management's current views with respect to future events
and financial performance. These forward-looking statements are
subject to certain risks and uncertainties that could cause the
actual results to differ materially from those in the
forward-looking statements, all of which are difficult to predict
and many of which are beyond the control of BOS. These risk
factors and uncertainties include, amongst others, the dependency
of sales being generated from one or few major customers, the
uncertainty of BOS being able to maintain current gross profit
margins, inability to keep up or ahead of technology and to succeed
in a highly competitive industry, inability to maintain marketing
and distribution arrangements and to expand our overseas markets,
uncertainty with respect to the prospects of legal claims against
BOS, the effect of exchange rate fluctuations, general worldwide
economic conditions and continued availability of financing for
working capital purposes and to refinance outstanding indebtedness;
risks associated with completing and successfully integrating an
acquisition with BOS’s existing business; and additional risks and
uncertainties detailed in BOS' periodic reports and registration
statements filed with the U.S. Securities and Exchange Commission.
BOS undertakes no obligation to publicly update or revise any such
forward-looking statements to reflect any change in its
expectations or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements.
BOS Better Online Soluti... (NASDAQ:BOSC)
Historical Stock Chart
From Apr 2024 to May 2024
BOS Better Online Soluti... (NASDAQ:BOSC)
Historical Stock Chart
From May 2023 to May 2024