Spectra Systems Corporation
("The Company" or "Spectra")
Asset Purchase Agreement Signed for Acquisition of Assets from
InkSure Technologies Inc. (OTCBB: INKS) ("Inksure")
Spectra Systems Corporation, a leader in machine-readable high speed banknote authentication, today announces that on 1 October 2013, it entered into an Asset Purchase Agreement with Inksure Technologies Inc. (OTCBB:INKS) to acquire substantially all of Inksure's brand protection and tax stamp authentication assets, including importantly its long-standing customer relationships and authentication technology. The consideration for the assets is approximately $1M plus the book value of the inventory and 50% of the book value of its receivables (estimated in aggregate at less than $0.5M), which is payable in cash upon completion, with deferred consideration (worth up to $185,000) dependent upon achieving certain commercial milestones.
Spectra will incorporate the Inksure assets within its existing business and is not expecting any incremental hires to support the increased revenue. Inksure's gross margins have historically been approximately 50%.
The transaction is subject to various closing conditions, including Inksure stockholder approval and the approval of the Israeli Office of the Chief Scientist to the transfer of Inksure's Intellectual Property. The closing date of the transaction is anticipated to be in December 2013.
Inksure develops, markets and sells customized authentication solutions designed to enhance the security of documents and branded products, to meet the growing demand for protection from counterfeiting. In this context, "counterfeit items" are imitation items that are offered as genuine with the intent to deceive or defraud. Inksure's technology is applied to consumer items and high-value documents every month using a proprietary verification system that is available on, among other things, most smart phones.
Inksure had $1.1M in revenue for the year ended 31 December 2012 with a pre-tax net loss of ($0.85M) from continuing operations and gross assets at that date of $1.2M.
Commenting, Nabil Lawandy, CEO of Spectra Systems Corporation, said:
"The expansion of Spectra's business beyond physical banknotes and secure transactions into consumer goods and particularly tax stamps, will allow us to utilize our blue-chip credentials with central banks and the gaming community to gain market share throughout these segments of the authentication industry. The Board considers this to be an exciting acquisition for Spectra which will make a significant contribution to our future profits, both directly and through the elimination of duplicated costs."
Spectra Systems Corporation
Dr. Nabil Lawandy, Chief Executive Officer Tel: +1 (0) 401 274 4700
WH Ireland Limited
Chris Fielding (Head of Corporate Finance) Tel: +44 (0) 20 7220 1650
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This information is provided by RNS