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8-K - FORM 8-K - DPAC TECHNOLOGIES CORP | c20917e8vk.htm |
Exhibit 99.1
Contact:
Kevin Kline
330-655-9000
Kevin.kline@quatech.com
Kevin Kline
330-655-9000
Kevin.kline@quatech.com
FOR IMMEDIATE RELEASE
DPAC Announces Sale of Assets to a Subsidiary of B&B Electronics
HUDSON, OHIO August 3, 2011 DPAC Technologies Corp. (OTCQB:DPAC) today announced that it has
entered into an Asset Purchase Agreement with B&B Electronics, pursuant to which a wholly-owned
subsidiary of B&B Electronics has agreed to acquire substantially all of the assets of Quatech,
Inc., a leader in wireless machine-to-machine (M2M) networking solutions, for $10.5 million,
subject to final working capital adjustments. This sale represents substantially all of the assets
of DPAC. The agreement also requires the establishment of an escrow of $900,000. The acquisition
has been unanimously approved by DPACs Board of Directors and by a special independent committee
of DPACs directors.
As part of the transactions, DPAC intends to make liquidating distributions following the closing
of $0.05 per share to common shareholders who are not directors, officers, or otherwise party to an
allocation agreement entered into among DPACs majority shareholder, certain shareholders who are
members of the board and/or management and other parties named therein. DPACs ability to make
liquidating distributions in this amount is only possible because of the terms agreed to by the
parties to the allocation agreement, in which these parties agreed to receive lower payments than
the payments to which these parties would otherwise be entitled under the terms of DPACs
organizational documents and financing agreements.
Quatech holds a strong industry position as a global leader in Ethernet, Wi-Fi, USB and serial
device networking and connectivity solutions in wireless and traditionally wired industrial
environments. When the acquisition is completed, Quatech will operate as a subsidiary of B&B
Electronics.
We believe this transaction creates value for DPACs shareholders and are excited about the
opportunity this creates for Quatechs customers, said Steve Runkel, President and CEO of DPAC.
The acquisition is subject to customary closing conditions, including the receipt of various third
party consents. Majority shareholders of DPAC, representing 83.9% of the voting shares of its
common shares and Series A Preferred stock have entered into voting agreements with B&B and
approved the transactions on August 3, 2011. An allocation agreement was entered into
contemporaneously with the signing of the Asset Purchase Agreement, and DPAC will file a Current
Report on Form 8-K with respect to the definitive agreements. DPAC is filing a preliminary
Information Statement with the SEC on or about August 5, 2011 and will cause the definitive version
to be distributed as soon as it can thereafter. The acquisition is expected to close by fall, 2011.
About Quatech, Inc.
Quatech delivers high performance device networking and connectivity solutions to help companies
improve their bottom line results. Its products enable reliable machine-to-machine (M2M)
communications via secure 802.11 wireless or traditional wired networks, with industrial-grade
embedded radios, modules, boards and external device servers, and bridges. For local and mobile
connections, Quatechs serial adapters provide secure connectivity and port expansion via any
interface option. Satisfied customers worldwide rely on Quatechs unique combination of performance
and support to improve operations through real-time remote monitoring and control, streamlined
systems, and lowest total cost of ownership (TCO). Quatech markets its products through a global
network of distributors, resellers, systems integrators and original equipment manufacturers in the
transportation, instrumentation and industrial control, homeland security, medical equipment, and
logistics markets. Founded in 1983, Quatech is headquartered in Hudson, Ohio. Quatech merged with
DPAC Technologies (OTCBB: DPAC) in February 2006. Information concerning DPAC is filed by
DPAC with the SEC and is available on the SEC website,
www.sec.gov. To learn more about Quatechs complete line of device networking and
connectivity solutions, visit www.quatech.com.
About B&B Electronics (www.bb-elec.com): B&B Electronics Manufacturing Company designs and
manufactures data communications products for commercial and industrial applications. In addition
to manufacturing products, B&B is a value-added distributor for other quality vendors. This
provides B&B the depth to solve most any data communications problem and be a one-stop source for
data communications products.
Forward-Looking Statements
Certain statements contained in this press release may be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995; it is our intent that
any such statements be protected by the safe harbor created thereby. Forward-looking statements are
based on our current expectations, estimates and assumptions and are subject to risks and
uncertainties, and therefore results may differ materially from those set forth in those
statements. More information about the risks and challenges faced by DPAC Technologies Corp. is
contained in the Securities and Exchange Commission filings made by DPAC. DPAC Technologies Corp.
specifically disclaims any obligation to update or revise any forward-looking statements whether as
a result of new information, future developments or otherwise.
FOR FURTHER INFORMATION CONTACT:
Kevin Kline
Tel: (330) 655-9000
Kevin Kline
Tel: (330) 655-9000