Packaging
BOS Announces the Signing of a Definitive Agreement for the Acquisition of Assets of Dimex Systems Ltd.
Wednesday 30. January 2008 - B.O.S. Better Online Solutions Ltd. ("BOS" or the "Company") (NASDAQ: BOSC)(TASE: BOSC), a leading provider of enterprise software and RFID solutions, announced today that it entered into a definitive agreement for the acquisition of assets and activities of Dimex Systems Ltd. ("Dimex"). Closing of the transaction, expected in the first quarter of 2008, is subject to the satisfaction of certain closing conditions.
Dimex, a profitable Israeli private company incorporated in 1988, is a leading integrator of AIDC (Automatic Identification and Data Collection) solutions based on RFID and Barcode technology. Dimex, which employs approximately 55 persons, has ended the year 2006 with revenues of approximately NIS 51 million ($11.5 million) and with operating income before tax of approximately NIS 5 million ($1.1 million) (numbers are based on audited Israeli GAAP).
BOS is acquiring the business operation of Dimex in consideration for approximately NIS 17.6 million ($4.8 million).
In addition, BOS is also acquiring Dimex’s inventory, accounts receivable and fixed assets in consideration for approximately NIS 27 million ($7.4 million).
The consideration shall be comprised of cash, payable over a 24-month period and 500,224 BOS ordinary shares (equal to approximately 4.4% of the outstanding shares of BOS.). Part of the acquisition will be financed by bank debt.
Dimex’s existing senior management together with a majority of Dimex’s workforce will become part of the BOS group.
On a pro-forma basis, the combined unaudited revenues of BOS, the recently acquired Summit Radio Corp. and Dimex, for the 9-month period ending September 30, 2007 would have amounted to approximately $39 million, as compared to $16.6 million BOS has reported for this period.
The aforementioned information as to the combined revenues of BOS, Summit and Dimex is presented for illustrative purposes only and is not necessarily indicative of the revenues that would have actually been reported had the acquisition occurred at the beginning of 2007, nor is it necessarily indicative of future revenues.
Shmuel Koren, President and CEO of the Company said: “Based on the joint capabilities of BOS and Dimex we can now offer comprehensive (hardware and software) RIFD and mobile solutions in the international markets.”
Edouard Cukierman, Chairman of BOS, commented: “This acquisition is an important step in the execution of our strategy and a clear demonstration of our vision to become a major provider of integrated RFID solutions.”