Lawson: Entry Into A Material Definitive Agreement
The following excerpt is from the company's SEC filing
Previously, on July 13, 2013, Lawson Products, Inc. (the "Company") announced it had entered into a non-binding letter of intent to sell substantially all of the assets of Automatic Screw Machine Products Company, Inc. ("ASMP"), its wholly owned subsidiary, to Nelson Stud Welding, Inc. ("Buyer"), an indirect subsidiary of Doncasters Group Limited.
On October 11, 2013, the Company entered into an Asset Purchase Agreement ("Agreement") by and among ASMP, Baron Divestiture Company, the Company and Buyer, to sell substantially all of the assets of ASMP to the Buyer for a cash purchase price of $12.5 million, su
bject to adjustments based on the closing date net working capital, plus the assumption of certain liabilities. The Agreement contains customary representations and warranties of the parties to one another. The parties also have agreed to customary pre-closing and post-closing covenants and indemnities based on breaches of the representations and warranties or covenants or based on the allocation of assumed and excluded liabilities. The consummation of the transactions contemplated by the Agreement is subject to a number of customary closing conditions, including Committee on Foreign Investment in the United States ("CFIUS") clearance, and is expected to occur in the fourth quarter of 2013.
The foregoing summary description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 2.1 hereto and incorporated by reference herein. The Company has attached the Agreement to provide information about the terms contained therein, and the Agreement is not intended to provide any factual information about any party thereto.
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.
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