BOS Better Online Solutions (Nasdaq: BOSC) announced today that its wholly-owned subsidiary, BOScom Ltd., has signed an asset purchase agreement with Consist Technologies Ltd. and Consist International Inc., for the sale of its PrintBOS activities.
BOScom will receive $500,000 plus a contingent payment in each of the next three years equal to 6-10% of the future revenues exceeding $1 million per year, that Consist generates from the PrintBOS activities.
The PrintBOS activities being sold include all related intellectual property rights, costumer and supplier agreements, distribution channels, goodwill and workstations.
BOScom will also transfer PrintBOS employees to Consist.
The closing of the transaction is subject to approval of the Office of the Israeli Chief Scientist.
BOS president and CEO Adiv Baruch said, “In order to continue implementing our strategy, we went through an intensive process to identify a global company with local presence who will have all the available resources required to continue investing and growing the PrintBOS business faster than with the resources that could have been allocated by BOScom for this purpose.
"Key factors for the transaction were to keep the existing team of employees and the existing distributors for customer satisfaction thus creating a smooth continuation of the product line. Finalizing the transaction with Consist was based on the mutual vision both companies had throughout the process.”
BOS chairman Edouard Cukierman said. “The selling of the PrintBOS activities to Consist is one more step of implementing the strategy we announced a while back, of growing through mergers and acquisitions while concentrating on activities that are significant in size and profitable. Our revenues from the PrintBOS activity in the first quarter of 2005 were approximately $215,000.”
BOS further announced today that Laurus Master Fund Ltd., holder of a secured convertible term note issued by the company, has given notice of conversion of approximately $1.58 million of the principal amount and interest accrued under the note, into 540,293 ordinary shares of BOS.
In June 2004, Laurus and BOS entered into a securities purchase agreement, under which BOS issued to Laurus a note of $2 million principal amount, repayable by June 2007. Previously, in March 2005, Laurus converted $308,000 of the principal amount of the note and was issued 100,000 ordinary shares. The recent conversion accounts for the remainder of the principal and accrued interest payable under the note.
BOS was established in 1990. BOS develops and markets communications products, connectivity products and software utilities solutions for documents. In addition BOS supplies electronic and RFID components and technology design services through the ODEM Division, based on Odem Electronic Technologies 1992 Ltd., in which a controlling stake was recently acquired.
Published by Globes [online], Israel business news - www.globes.co.il - on Monday, July 18, 2005