TECNOGLASS INC. (NASDAQ:TGLS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On December 2, 2016, Tecnoglass Inc. (the Company) entered into
and consummated the transactions contemplated by a purchase
agreement (Agreement) with C.I. Energia Solar S.A., the Companys
indirect wholly-owned subsidiary (Energia Solar), and E.S.
Windows, LLC (ESW), an entity affiliated with Jose M. Daes, the
Companys Chief Executive Officer, and Christian T. Daes, the
Companys Chief Operating Officer. to the Agreement, the Company
and Energia Solar acquired all of the membership interests of ESW
in exchange for (i) an aggregate of 734,400 ordinary shares, par
value $0.0001 per share (Shares), of the Company, (ii) $2,303,574
in cash and (iii) the assignment to the former members of ESW
(collectively the Members) of an account receivable owed by a
third party to Energia Solar in the amount of $2,016,426.34.
The Members have agreed to indemnify and hold the Company
harmless for any inaccuracies or breaches of the representations
and warranties of, or for the non-fulfillment or breach of any
covenant or agreement of, the Members or ESW contained in the
Agreement. To provide a fund for payment to the Company with
respect to its post-closing rights to indemnification under the
Agreement, an aggregate of 80,000 Shares have been placed in
escrow (with an independent escrow agent). The escrow agent shall
release the Escrow Shares (after taking into account the
cancellation of any Escrow Shares in satisfaction of
indemnification claims made by the Company) on the 18-month
anniversary of the closing of the transactions contemplated by
the Agreement.
The Members have agreed not to transfer any of the Shares they
received to the Agreement for a period of one year following the
closing of the transactions contemplated by the Agreement for a
purchase price below $14.00 per Share.
The foregoing summaries of the Agreement and the transactions
contemplated thereby are qualified in their entirety by reference
to the text of the actual agreements.
On December 5, 2016, the Company issued a press release
announcing the consummation of the transactions contemplated by
the Agreement, a copy of which is attached hereto as Exhibit
99.1.
| Item 9.01 |
Financial Statements, Pro Forma Financial Information and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release dated December 5, 2016. |
About TECNOGLASS INC. (NASDAQ:TGLS)
TECNOGLASS INC. (NASDAQ:TGLS) Recent Trading Information
TECNOGLASS INC. (NASDAQ:TGLS) closed its last trading session down -0.03 at 11.81 with 33,441 shares trading hands.
