Techprecision Signs Definitive Agreement to Acquire Votaw Precision Technologies For A Purchase Price Of $85M On A Cash And Debt Free Basis

TechPrecision Corporation -5.41% Pre

TechPrecision Corporation

TPCS

3.50

3.50

-5.41%

0.00% Pre

VOTAW IS A LEADING SUPPLIER OF HIGHLY ENGINEERED SPACE, DEFENSE AND AEROSPACE HARDWARE AND MISSION CRITICAL COMPONENTS

Expected to More Than Double Revenue and EBITDA(1)

Anticipated to Strengthen and Increase Strategic Capabilities in the Defense and Aerospace Industries

Will Add Tactical Capacity for Growth

WESTMINSTER, MA / ACCESSWIRE / November 29, 2023 / TechPrecision Corporation (NASDAQ:TPCS) ("TechPrecision" or "the Company") today announced that it has entered into a definitive agreement (the "SPA") to purchase all of the outstanding shares of Votaw Precision Technologies, Inc. ("Votaw"). Located in Santa Fe Springs, CA, Votaw is a privately-held operating company of Doerfer Corporation ("Seller"). Upon completion of the acquisition, Votaw will become a wholly owned subsidiary of TechPrecision.

Alexander Shen, TechPrecision's Chief Executive Officer stated:

"On a consolidated basis, the Votaw acquisition will immediately more than double the Company's revenue and EBITDA, and will strategically increase TechPrecision's already established defense and aerospace presence.

Further, as part of our future strategic plan, the current Votaw facilities footprint has available space to physically merge Votaw and our STADCO subsidiary into a single location. By redeploying STADCO into the Votaw footprint, we project annual savings of several million dollars in overhead, and millions of dollars in CAPEX over the coming years.

As a leading supplier of highly engineered precision Spaceflight & Defense Hardware and Mission & Safety Critical Components, we believe Votaw is well-positioned on several leading manned and unmanned space platforms and across a number of high-profile defense and aerospace programs to have continued success and growth in these areas."

Select Terms of the SPA. Below is a brief summary of the terms of the SPA. For more complete information, please see our Current Report on Form 8-K to be filed with the Securities and Exchange Commission and the full text of the agreement filed with such Current Report.

  • Purchase Price: $85M on a cash and debt free basis.
  • Closing Payment: TechPrecision will pay $70M to Seller at closing.
  • Semi-annual payments: TechPrecision will pay Seller $2.5M every six months thereafter until it has paid a total of $15M.
  • Earnout: TechPrecision will be obligated to pay up to an additional $25M as an earnout payment; to be paid out over three years starting June 30, 2024, based on Votaw's FY2024 EBITDA. The earnout payment will be determined by a formula based on Votaw's achieving FY2024 of EBITDA over $11.175M and will be $25M if EBITDA is at least $14.1M.
  • Equipment Purchase: Seller is paying for up to three new machines currently being installed or scheduled to be installed in calendar year 2024, at a cost to it of up to approximately $6.6M.
  • Closing Date: The acquisition is expected to be completed between December 15, 2023, and March 31, 2024, subject to the satisfaction of customary closing conditions.
    • Termination Rights: TechPrecision has 45 days from the date of signing to complete its ongoing due diligence to its satisfaction or terminate the SPA without recourse.
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