COXT 8-K: COXT Sensitech to Acquire Co. for $10.5M [delayed] ( EventX/Knobias.com )
Ridgeland, MS, DEC 15, 2003 (EventX/Knobias.com via COMTEX) -- Cox Technologies
Inc (OTCBB: COXT) filed an 8-K on 12/15, in which the Company reported that on
12/12, it entered into an Asset Purchase Agreement with Sensitech Inc. and its
wholly owned subsidiary Cox Acquisition Corp., pursuant to which Sensitech will
acquire substantially all the assets and business of Cox Technologies.
Subject to the terms and conditions of the Asset Purchase Agreement, Sensitech
will pay approximately $10,532,000 to Cox Technologies in exchange for
substantially all of the assets of Cox Technologies exclusive of the Vitsab
product line, cash and certain furniture and equipment. Of the $10,532,000
purchase price $10,240,000 is payable in cash with the remainder being paid
through the assumption of an estimated $292,000 in assumed payables. The
purchase price will be adjusted based on changes in the amount of receivables,
inventory, payables, product claims and customer commitments. The sale is
subject to approval by the Cox Technologies shareholders. Subject to receipt of
shareholder approval and satisfaction of other closing conditions contained in
the Asset Purchase Agreement, it is anticipated that the sale will be
consummated in the first quarter of 2004. In connection with the negotiation of
the asset sale, Cox Technologies has agreed to continue manufacturing products
for Sensitech during a transition period to end no later than June 1, 2004.
After the closing of the asset sale and following expiration of those
manufacturing obligations, and subject to approval by its shareholders, Cox
Technologies will wind up its operating business, effect a complete liquidation
and dissolution of the Company, and distribute any remaining cash to its
shareholders. |
