Miami, Florida, April 14, 2008 Bilzin Sumberg Baena Price & Axelrod LLP announced that it is advising the members of SysTech International, LLC, a Florida-based environmental control and vehicle inspection technology company, and TriLen LLC, a real estate holding company (collectively "SysTech"), in the sale of 100% of the membership interests in SysTech to Opus Prodox AB ("Opus"), a publicly traded, Swedish-based company. The deal is expected to close at the end of April 2008.
Opus, SysTech and the members of SysTech entered into the Sale and Purchase Agreement on March 2, 2008. The deal was announced by Opus on April 9, 2008 following successful completion of negotiations among the sellers, Opus, Nordea (the purchasers Swedish-based lender), and the parties respective counsel regarding the structuring of the financing for the transaction.
By acquiring SysTech, Opus broadens its market presence to include the North American market. Opus is acquiring the membership interests in SysTech for USD $37,749,468 (approx. SEK 226 million) plus (i) earn-out payments capped at a maximum amount of USD $25 million (approx. SEK 150 million), based on agreed upon percentages of adjusted net profits arising from specified new business generated during the 15 years following the closing of the acquisition; (ii) a one-time payment of USD $4 million (appox. SEK 25 million) payable if a specified contract is awarded to SysTech; and (iii) payments equal to 7.5% of revenues arising from sales of SysTechs wireless vehicle control products, known as Remote OBD link units, in excess of the first 205,000 units.
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