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BOS Announces Definitive Agreement to Purchase the Assets of Imdecol Ltd.RISHON LEZION, Israel, March 20, 2019 (GLOBE NEWSWIRE) -- 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:
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 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:
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:
About BOS 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. |