Wrap Text
Fulfilment of Conditions Precedent to the Acquisition of Mwave Industries and Withdrawal of Cautionary
ALARIS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1997/011142/06
Share code: ALH
ISIN: ZAE000201554
("Alaris" or “Company”)
FULFILMENT OF CONDITIONS PRECEDENT TO THE ACQUISITION OF MWAVE
INDUSTRIES LLC AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders are referred to the announcement on 21 May 2018 and the cautionary
announcements released on SENS, the latest of which was released on 14 August 2018,
advising that Alaris, through its subsidiary, Alaris Investment Holdings UK Limited (“Alaris
UK”), signed a membership interest purchase agreement (“MIPA”) for the acquisition of
all of the issued and outstanding membership interests of a limited liability company based
in the USA (“Target Company”) from a consortium of sellers (“Sellers”) (the
“Acquisition”), the full details of which have not yet previously been disclosed.
The Company is pleased to announce that the approval to move forward with the
acquisition was received from the government Committee on Foreign Investment in the
United States on Friday, 28 September 2018. The remaining conditions precedent and
closing of the Acquisition was concluded on 30 September 2018 and shall be deemed
effective as of 12:01am eastern time on 1 October 2018.
2. FURTHER DETAILS OF THE ACQUISITION NOT PREVIOUSLY DISCLOSED
The name of the Target Company is mWAVE Industries LLC, a Maine limited liability
company, which is engaged in the business of designing, developing, manufacturing, and
distributing various passive RF and microwave antenna solutions and related products
around the world.
The Sellers are Anania & Associates Investment Company LLC, a Maine limited liability
company, Michael Cahill, an individual resident of the State of Maine, Peter Farnum, an
individual resident of the State of Maine, and Christopher Mosher, an individual resident
of the State of Maine.
3. FINANCIAL INFORMATION
The Company is a limited liability company and therefore does not pay income tax.
However, the owners of the Company pay taxes on the Company’s profits in their
individual capacities. As one of the conditions precedent the Company elected to be taxed
as a C-Corporation going forward, and income tax will be paid by the Target Company in
future.
The profit before tax attributable to the Target Company for the year ended
31 December 2017, was USD420,453, based on the reviewed annual financial
statements of the Target Company, which were prepared in accordance with accounting
principles generally accepted in the United States of America.
The net asset value (NAV) attributable to the Target Company as at the year ended
31 December 2017, was negative USD56,503 based on the reviewed annual financial
statements of the Target Company, which were prepared in accordance with accounting
principles generally accepted in the United States of America. However, shareholders
should note that all indebtedness of the company in the amount of USD762,984 will be
settled before closing as part of the conditions precedent. Taking this into account the net
asset value (NAV) of the Target Company as at 31 December 2017 was USD706,481.
4. WITHDRAWAL OF CAUTIONARY
Shareholders are hereby advised that as the particulars of the Acquisition have now been
announced, caution is no longer required to be exercised by shareholders when dealing
in the Company’s securities.
Cape Town
1 October 2018
Designated Advisor and Transaction Advisor
PSG Capital
Date: 01/10/2018 02:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
