RCM Technologies, Inc. Enters Into Stock Purchase Agreement; Retires Over 14% of Shares Outstanding
June 03 2020 - 11:55AM
RCM Technologies, Inc. (“RCM” or “the Company”) (NasdaqGM: RCMT), a
premier provider of business and technology solutions designed to
enhance and maximize the operational performance of its customers
through the adaptation and deployment of advanced engineering,
specialty health care and information technology services, is
pleased to announce that its Board of Directors (the “Board”) has
approved a stock purchase agreement (“Stock Purchase
Agreement”) pursuant to which the Company, and three members
of its management team and Board, purchased 2,958,139 shares of the
Company’s common stock in a private transaction from a large
shareholder of the Company. The 1,858,139 shares acquired by
the Company, which represented 14.1% of the Company's shares
previously outstanding, are no longer outstanding. The remaining
1,100,000 shares were purchased by Bradley S. Vizi, the Company's
Executive Chairman and President, who purchased 850,000 shares,
Kevin D. Miller, the Company's Chief Financial Officer, who
purchased 150,000 shares and Roger H. Ballou, a member of the
Company's Board, who purchased 100,000 shares.
The transaction was reviewed and approved by the Board and its
Audit Committee, with both Mr. Vizi and Mr. Ballou recused from
such processes.
All shares were acquired for a purchase price per share of
$1.20. Additional details on the transaction are as follows:
- The consideration paid by the Company consisted of an
unsecured, subordinated promissory note (the "Note") for
$2,229,767. The Note accrues interest at an annual rate of 9.00%,
payable quarterly in arrears commencing on September 1, 2020, and
continuing on each December 1, March 1, June 1 and September 1
thereafter, and has a maturity date of August 10, 2023
- The consideration paid by the other Purchasers consisted of an
aggregate amount of $1,320,000, paid in cash
Mr. Vizi commented, “I am proud of the employees of RCM
Technologies working tirelessly to maintain and build upon the
significant progress we have made in the journey we undertook
eighteen months ago. Their hard work, and significant flexibility
provided by world-class financial partners as the Company navigates
these unprecedented times, have been of great value to our Company.
Not only is the deal significantly accretive to all shareholders,
but sends an unequivocal message of our belief in RCM's
future.”
Mr. Miller commented, “In a very difficult macro-environment,
I'm excited that we were able to retire 14% of our shares at an
attractive share price with no initial capital outlay by the
Company. The structure of the deal allows us to capitalize
opportunistically on the current share price while giving us the
time we need to improve our balance sheet.”
About RCMRCM Technologies, Inc. is a premier
provider of business and technology solutions designed to enhance
and maximize the operational performance of its customers through
the adaptation and deployment of advanced information technology
and engineering services. RCM is an
innovative leader in the delivery of these solutions to commercial
and government sectors. RCM is also
a provider of specialty healthcare services
to major health care institutions and educational facilities. RCM's
offices are located in major metropolitan centers throughout North
America and Serbia. Additional information can be found at
www.rcmt.com.
Statements contained in this release that are not purely
historical are forward-looking statements within the Private
Securities Litigation Reform Act of 1995 and are subject to various
risks, uncertainties and other factors that could cause the
Company's actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking
statements. These statements often include words such as
"may," "will," "expect," "anticipate," "continue," "estimate,"
"project," "intend," "believe," "plan," "seek," "could," "can,"
"should," "are confident" or similar expressions. In
addition, statements that are not historical should also be
considered forward-looking statements. These statements are based
on assumptions that we have made in light of our experience in the
industry, as well as our perceptions of historical trends, current
conditions, expected future developments and other factors we
believe are appropriate in these circumstances.
Forward-looking statements include, but are not limited to, those
relating to the impact of the COVID-19 pandemic, demand for the
Company's services, expectations regarding our future revenues and
other financial results, our pipeline and potential project wins
and our expectations for growth in our business. Such statements
are based on current expectations that involve a number of known
and unknown risks, uncertainties and other factors, which may cause
actual events to be materially different from those expressed or
implied by such forward-looking statements. Risk,
uncertainties and other factors may emerge from time to time that
could cause the Company's actual results to differ from those
indicated by the forward-looking statements. Investors are directed
to consider such risks, uncertainties and other factors described
in documents filed by the Company with the Securities and Exchange
Commission, including our most recent Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q. The Company assumes
no obligation (and expressly disclaims any such obligation) to
update any forward-looking statements contained in this release as
a result of new information or future events or developments,
except as may be required by law.
RCM Technologies, Inc.2500 McClellan
AvenuePennsauken, NJ 08109 |
Tel: 856.356.4500Fax: 856.356.4600info@rcmt.comwww.rcmt.com |
Corporate Contacts:Bradley S.
ViziExecutive Chairman Kevin D.
MillerChief Financial Officer |
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