xG Technology, Inc. (NASDAQ:XGTI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
Business Purchase Agreement
On December 16, 2016, xG Technology, Inc. (the Company) entered
into a business purchase agreement (the Business Purchase
Agreement) by and between (i) the Company; (ii) Vislink PLC, an
England and Wales registered limited company (the Guarantor),
(iii) Vislink International Limited, an England and Wales
registered limited company (the UK Seller); and (iv) Vislink
Inc., a Delaware corporation (the US Seller, and together with
the UK Seller, VCS or the Sellers). to the terms of the Business
Purchase Agreement, the Sellers will sell and the Company will
purchase certain assets and liabilities relating to the hardware
segment of the Sellers (the Transaction). The purchase price for
the Transaction will be $16,000,000 (the Purchase Price), which
shall be satisfied by the payment by the Company of $11,500,000
to the UK Seller and $4,500,000 to the US Seller.
Conditions to Closing of the Business Purchase Agreement
The obligations of the parties to the Business Purchase Agreement
are subject to the satisfaction (or, if applicable, waiver by the
relevant party) of standard closing conditions, including
completion of financing by the Company to fund the acquisition
and shareholder approval by the Sellers. Additionally, the
Guarantor is required to: (i) dispatch a circular to its
shareholders (the Circular) following the execution of the
Business Purchase Agreement, incorporating a notice of a general
meeting of the shareholders of the Guarantor in relation to the
approval of the Transaction and the change of the Guarantor’s
name; and (ii) pass, at a duly convened general meeting of the
shareholders of the Guarantor, of the resolutions set out in the
Circular (together, the Guarantor Obligations).
Termination
The Business Purchase Agreement may be terminated by the Company
or the Guarantor if the Guarantor Obligations have not been met
on or before January 13, 2017, unless extended by mutual written
consent by the Sellers and the Company. If the Guarantor
Obligations are not met on or before January 9, 2017, the Company
or the Guarantor may postpone completion of the purchase of the
business assets and liabilities in accordance with the Business
Purchase Agreement by up to five (5) business days.
The foregoing description of the Business Purchase Agreement is
qualified in its entirety by reference to the full text of the
Business Purchase Agreement, which isattached hereto to this
Current Report on Form 8-K (this Report) as Exhibit 10.1.
| Item 8.01 | Other Events. |
On December 19, 2016, the Company issued a press release
announcing the execution of the Business Purchase Agreement, a
copy of which is attached to this Report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 |
Business Purchase Agreement, by and between xG Technology, Inc., Vislink PLC, Vislink International Limited and Vislink Inc., dated December 16, 2016. |
|
| 99.1 | Press Release, dated December 19, 2016. |
About xG Technology, Inc. (NASDAQ:XGTI)
xG Technology, Inc. develops a portfolio of intellectual property, which is embedded in its software algorithms that offer cognitive interference mitigation and spectrum access solutions for a range of applications using commercial off the shelf devices. The Company’s products include xMax, CN5100 Mobile Hotspot, CN3100 Vehicle Modem, CN3200 Dual-Band Routing Modem, CN1100 Access Point, CN7000 Mobile Control Center and xMonitor/xDrive. The Company offers a range of frequency-agnostic cognitive radio solutions. It focuses on various industries across the world, such as telecommunications, cable, defense and public safety, municipal governments, critical infrastructure and markets ranging from rural to urban areas and expeditionary deployments. The implementation of its cognitive radio intellectual property is xMax. The Company, through Integrated Microwave Technologies, LLC (IMT), offers a spectrum of wireless video products that are built around providing a range of solutions. xG Technology, Inc. (NASDAQ:XGTI) Recent Trading Information
xG Technology, Inc. (NASDAQ:XGTI) closed its last trading session up +1.32 at 3.62 with 11,966,992 shares trading hands.