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| CUI > SEC Filings for CUI > Form 8-K on 6-Mar-2013 | All Recent SEC Filings |
6-Mar-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On March 3, 2013, we entered into a definitive share purchase agreement to acquire 100% of the equity interest in Orbital Gas Systems Limited, a company organized under the laws of England and Wales ("Orbital"), from Orbital's sole shareholder, Andrew Marks Clews. The purchase price for the acquisition of Orbital is 17,000,000 British pounds sterling ("£"), subject to purchase price adjustments, 100% of which is payable in cash. To secure indemnification obligations, 5.0% of the purchase price, or £850,000, will be held in escrow to and through December 1, 2013. The purchase price is approximately $25.8 million, based on the Wall Street Journal published exchange rate on New York closing on February 27, 2013 of $1.5159 per British pound sterling.
We intend to finance the consideration paid to the shareholders of Orbital with the net proceeds from a future equity offering. Although we have entered into a share purchase agreement in connection with the acquisition of Orbital, we cannot guarantee when, or whether, the acquisition will be completed. The share purchase agreement contains a number of important conditions that must be satisfied before we can complete the acquisition.
The foregoing summary of the share purchase agreement does not purport to be complete and is qualified in its entirety by reference to the share purchase agreement, which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
(d) Exhibits
Exhibit No. 2.1 Share Purchase Agreement, dated March 3, 2013 (excluding schedules and exhibits, which the Registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request).
Exhibit No. 99.1 Press Release
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