BlastGard International Finalizes the Definitive Stock Purchase Agreement With HighCom Security, Inc.
CLEARWATER, Fla., Mar 16, 2011 BlastGard International, Inc. (OTCBB:BLGA), the creator of blast-mitigation products and services, is pleased to announce that it has completed the acquisition of HighCom Security, Inc. ("HighCom") as announced on March 10, 2011. BlastGard filed a Form 8-K on February 2 announcing that it had entered into a Letter of Intent ("LOI") with HighCom. On March 4, 2011, among other changes, the LOI was amended so that the LOI constituted the definitive stock purchase agreement and as a result the Company issued 9,820,666 shares of its common stock and promissory notes totaling $196,400 in exchange for 1,150 shares of the outstanding 1,171 shares of HighCom common stock, equivalent to 98.2% of the outstanding HighCom shares. Upon signing of the agreement, BlastGard immediately assumed the operations of HighCom and started to provide financing for the operations. BlastGard also agreed to an earn-out consisting of up to $100,000 in cash and up to 35,000,000 shares of common stock based on a pro-rata basis if revenue reaches certain goals. BlastGard management believes that the revenues goals are very achievable and have valued the contingent consideration at 68% of the market price at the time of the agreement.
Michael Gordon, CEO of BlastGard stated, "We are really excited about bringing these two companies together. Their synergies will create immense opportunities to penetrate the targeted military and homeland security market sectors worldwide. In addition, combining our respective knowledge, materials and technologies will generate further exciting and efficient new blast mitigating and ballistic products. HighCom is a perfect fit with its team of industry-leading specialists who address tactical needs by leveraging cutting edge technology. HighCom currently has $1.75 million in pending orders and is in the final quote process relating to an additional $16+ million for 2011. Although there can be no guarantee of success for this Request for Quote, management is confident that this longstanding customer will support our bid. The Company also has other pending orders from various customers to purchase meaningful volumes of HighCom's products, starting with April 2011 production. HighCom's revenue for 2010, 2009 and 2008 collectively was approximately $27,000,000, with 2010 contributing in excess of $5.5 million (unaudited) in sales."
About HighCom Security, Inc.
HighCom Security, Inc. is a worldwide security equipment provider based in San Francisco, California. HighCom designs, manufactures and distributes a unique range of leading security products and personal protective gear with a focus on customer needs. HighCom's management team has over 25 years of experience in the defense and law enforcement sectors with specific knowledge in tactical armor. The company tailors ballistic protection solutions to specific customer requirements and tactical needs by leveraging cutting edge technology and serves a wide range of customers throughout the world including Asia, Africa, Europe, Latin America and the Middle East. HighCom's North American customer base includes the Department of Defense and the Department of Homeland Security. It also caters to local law enforcement agencies, correctional facilities and municipal authorities, as well as large corporations. HighCom Security is an accredited ISO 9001:2000 company, a certified GSA vendor, and a certified small business and licensed CMAS contractor in the state of California. Additional information on HighCom can be found at highcomsecurity.com. |
