Forward Industries Inc. acquired Intelligent Product Solutions Inc. from Mitchell Maiman and Paul Severino for $7.2 million.
January 17, 2018
Share
Forward Industries Inc. (NASDAQ:FORD) (‘Forward’) acquired Intelligent Product Solutions Inc. (‘IPS’) from Mitchell Maiman and Paul Severino for $7.2 million on January 18, 2018. As part of consideration, Forward paid approximately $1.9 million in cash, assumed $1.52 million of outstanding debt, issued a total of 0.4 million shares of Forward common stock to the two owners of IPS, agreed to pay $1 million of deferred cash payments (with the first payment of $0.5 million due on May 18, 2018) and up to $2.2 million of earnout payments based upon IPS meeting certain EBITDA milestones over a three year period. In order to fund the acquisition of IPS, Forward issued a $1.6 million promissory note to Forward Industries Asia-Pacific Corporation, an entity principally owned by Forward’s Chairman and Chief Executive Officer, in consideration for a one-year loan. The note bears an interest rate of 8% and pays monthly interest. Intelligent Product Solutions will continue to operate as a separate company as a wholly-owned subsidiary of Forward Industries. IPS expects to maintain its offices on Long Island and in Minneapolis following the acquisition. In connection with the transaction, Forward entered into three-year employment agreements with Mitchell Maiman, the President of IPS and Paul Severino, the Chief Operating Officer of IPS, and agreed to pay them each $0.26 million per year. The transaction is subject to delivery of any ancillary documents duly executed, executed employment agreements for Mitchell Maiman, Paul Severino, Robert Wild and Hilary Farnsworth, side letter agreement with June Feldman regarding transfer of ownership and non-compete and other conditions. Brian Bernstein of Nason Yeager Gerson White & Lioce, P.A. served as the legal advisor to Forward on the deal. Sperry, Mitchell & Company, Inc. acted as financial advisor for Intelligent Product Solutions.
Forward Industries Inc. (NASDAQ:FORD) completed the acquisition of Intelligent Product Solutions Inc. from Mitchell Maiman and Paul Severino on January 18, 2018.
Forward Industries, Inc. is a design, sourcing and distribution company serving medical and technology customers worldwide. The Company operates through the two segments: OEM distribution and design. The Companyâs design segment provides hardware and software product design and engineering services to customers predominantly located in the United States. The Companyâs OEM distribution segment sources and sells carrying cases and other accessories for medical monitoring and diagnostic kits, as well as a variety of other portable electronic and non-electronic devices to original equipment manufacturers (OEMs), or their contract manufacturers worldwide, that either package its products as accessories in box together with their branded product offerings or sell them through their retail distribution channels. Its subsidiaries include Forward Industries (IN), Inc., Forward Industries (Switzerland) GmbH, Forward Industries UK Limited and others.
FORWARD INDUSTRIES, INC. 
