Cadre Holdings acquires ICOR Technology for up to C$60M in cash

Cadre Holdings, Inc.

Purchaser (Cadre subsidiary) to buy all ICOR shares from several vendors for up to C$60M; ~C$52M payable at closing.
ICOR designs and manufactures robotics, security products, and explosive ordnance disposal (EOD) equipment.
Earnout adjustment: purchase price may be reduced if ICOR fails to achieve C$86M cumulative revenue over three years post-closing.
Closing subject to customary conditions, including no material adverse change, accuracy of reps, and regulatory approvals.
Deal expected to close in early 2024; funded with cash on hand.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cadre Holdings, Inc. entered into Share Purchase Agreement with Hany Guirguis, 2491189 Ontario Inc., the Guirguis Family Trust, Alexander Grant, 2491191 Ontario Inc., the Grant Family Trust, Kenneth Molnar, 2491190 Ontario Inc. and the Molnar Family Trust valued at up to $60,000,000 Canadian Dollars (effective 2023-12-22).

Action: entry
Agreement: asset purchase
Counterparty: Hany Guirguis, 2491189 Ontario Inc., the Guirguis Family Trust, Alexander Grant, 2491191 Ontario Inc., the Grant Family Trust, Kenneth Molnar, 2491190 Ontario Inc. and the Molnar Family Trust
Value: up to $60,000,000 Canadian Dollars
Effective: 2023-12-22

Exact text from the filing

On December 22, 2023, 1000694376 ONTARIO INC. (“Purchaser”), a corporation existing under the laws of the Province of Ontario and an indirect wholly-owned subsidiary of Cadre Holdings, Inc. (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) by and among the Purchaser, Hany Guirguis, 2491189 Ontario Inc., the Guirguis Family Trust, Alexander Grant, 2491191 Ontario Inc., the Grant Family Trust, Kenneth Molnar, 2491190 Ontario Inc. and the Molnar Family Trust (collectively, the “Vendors”), to purchase all of the issued and outstanding shares in the capital (the “Purchased Shares”) of ICOR Technology Inc. (“ICOR”), a corporation incorporated under the laws of the Province of Ontario.

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Source: SEC EDGAR

accession 0001104659-23-130479

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