SOLITRON DEVICES INC (SODI): M&A transaction — Solitron Devices acquires Micro Engineering for $3M cash and earn-out

SOLITRON DEVICES INC

Paid $2.686M cash at closing plus $300K escrowed; base purchase price $3M.
Earn-out: 7.5% of gross revenue from Micro's existing customers over three years.
Leased 10,926 sq ft facility for $10,650/month with 6-month option to buy at $1.75M.
Preliminary 2022 Micro net sales $5.93M, net income $1.37M; six-month 2023 net sales $2.80M.
Micro produces electronic components for medical industry; becomes wholly-owned subsidiary.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SOLITRON DEVICES INC completed an acquisition involving Micro Engineering, Inc. and the shareholders of Micro for $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments (closed 2023-09-01).

Action: acquisition
Counterparty: Micro Engineering, Inc. and the shareholders of Micro
Consideration: $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments
Closing: 2023-09-01

Exact text from the filing

of Micro (collectively, the “Micro Shareholders”), pursuant to which the Company agreed to purchase all the outstanding capital stock of Micro for a purchase price of $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments, as described in more detail in the paragraph that follows (the “Acquisition”). The Company closed the

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

SOLITRON DEVICES INC entered into Stock Purchase Agreement with Micro Engineering, Inc. and the shareholders of Micro valued at $3,000,000.00 (effective 2023-08-31).

Action: entry
Agreement: asset purchase
Counterparty: Micro Engineering, Inc. and the shareholders of Micro
Value: $3,000,000.00
Effective: 2023-08-31

Exact text from the filing

Effective as of August 31, 2023, Solitron Devices, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, Micro Engineering, Inc., a Florida corporation (“Micro”) and the shareholders of Micro (collectively, the “Micro Shareholders”), pursuant to which the Company agreed to purchase all the outstanding capital stock of Micro for a purchase price of $3,000,000.00, subject to adjustment, in addition to the potential earn-out payments

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

SOLITRON DEVICES INC entered into Lease Agreement with not explicit (effective 2023-08-31).

Action: entry
Agreement: lease
Counterparty: not explicit
Effective: 2023-08-31

Exact text from the filing

the Company also entered into a Lease Agreement pursuant to which it agreed to lease the facility occupied by Micro, consisting of approximately 10,926 square feet of useable office and production space in Orange County, Florida for $10,650 per month

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SOLITRON DEVICES INC filing history →

Source: SEC EDGAR

accession 0001654954-23-011547

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