Digital Angel, a technology company in the field of animal identification and emergency identification solutions, announced that it has sold its Clifford & Snell unit in the U.K. for approximately US$3.5 million. Clifford & Snell offers sounders and strobes for industrial applications.
The purchaser is R. Stahl Ltd., a subsidiary of R. Stahl AG, a public company based in Waldenburg, Germany. R. Stahl develops, manufactures and markets explosion-protection products worldwide for industrial customers.
"This transaction marks another important step towards focusing Digital Angel on our animal identification business, and gives us enhanced financial flexibility in the process," said Joseph Grillo, Digital Angel's CEO and President.
Under the terms of the agreement, Digital Angel received at closing an initial payment of approximately $1.7 million in cash, after debt repayment, closing costs, a reserve for a second closing payment, and amounts held in escrow. The key terms of the transaction are as follows:
* All-cash, asset sale transaction priced at approximately $3.5 million
* Approximately $1.67 million received at closing, after the following offsetting amounts:
* Debt repayment of about $502,230
* Approximate closing costs of $350,021
* “Second closing” payment of about $350,021 to be made following a six-month supply agreement, during which time R. Stahl will purchase products before taking full control of operations
* $570580 to be held in escrow for up to 18 months