BOS Announces the signing of a Definitive Agreement for the Acquisition of
Assets of Dimex Systems Ltd
Rishon Lezion, Israel – (PR News WIRE) – January 30, 2008 – B.O.S. Better Online
Solutions Ltd. (“BOS” or the “Company”) (NASDAQ: BOSC; TASE: BOSC), a
leading provider of enterprise software and RFID solutions, announced today that it
entered into a definitive agreement for the acquisition of assets and activities of
Dimex Systems Ltd. (“Dimex”). Closing of the transaction, expected in the first
quarter of 2008, is subject to the satisfaction of certain closing conditions.
Dimex, a profitable Israeli private company incorporated in 1988, is a leading
integrator of AIDC (Automatic Identification and Data Collection) solutions based on
RFID and Barcode technology. Dimex, which employs approximately 55 persons, has
ended the year 2006 with revenues of approximately NIS 51 million ($11.5 million)
and with operating income before tax of approximately NIS 5 million ($1.1 million)
(numbers are based on audited Israeli GAAP).
BOS is acquiring the business operation of Dimex in consideration for approximately
NIS 17.6 million ($4.8 million).
In addition, BOS is also acquiring Dimex’s inventory, accounts receivable and fixed
assets in consideration for approximately NIS 27 million ($7.4 million).
The consideration shall be comprised of cash, payable over a 24-month period and
500,224 BOS ordinary shares (equal to approximately 4.4% of the outstanding shares
of BOS.). Part of the acquisition will be financed by bank debt.
Dimex’s existing senior management together with a majority of Dimex’s workforce
will become part of the BOS group.
On a pro-forma basis, the combined unaudited revenues of BOS, the recently acquired
Summit Radio Corp. and Dimex, for the 9-month period ending September 30, 2007
would have amounted to approximately $39 million, as compared to $16.6 million
BOS has reported for this period.
The aforementioned information as to the combined revenues of BOS, Summit and
Dimex is presented for illustrative purposes only and is not necessarily indicative of
the revenues that would have actually been reported had the acquisition occurred at
the beginning of 2007, nor is it necessarily indicative of future revenues.
Shmuel Koren, President and CEO of the Company said: “Based on the joint
capabilities of BOS and Dimex we can now offer comprehensive (hardware and
software) RIFD and mobile solutions in the international markets.”
Edouard Cukierman, Chairman of BOS, commented: “This acquisition is an important
step in the execution of our strategy and a clear demonstration of our vision to
become a major provider of integrated RFID solutions.”
B.O.S Better Online Solutions Ltd. (“BOS”) was established in 1990.
BOS’s operations consist of: (i) Software and Hardware RFID Solutions (ii)
specialized enterprise software, including IBM System i middleware, data and license
management and mobile connectivity, and (iii) Supply Chain products, reselling
electronic systems and components for security, aerospace and networking.
BOS is traded on NASDAQ and on the Tel-Aviv Stock Exchange. Our website is
Dimex Systems Ltd. (“Dimex”) is a private Israeli company, established in 1988.
Dimex is a leading integrator of Automatic Identification and Data Collection systems
(AIDC) solutions based on RFID and Barcode technology.
For further information please contact:
B.O.S Better Online Solutions Ltd.
Mr. Zvi Rabin +972 50-560-0140
Mr. Eyal Cohen, CFO, +972-3-954-1000
The forward-looking statements contained herein reflect management’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of BOS. These risk factors and uncertainties include, amongst others, the dependency of sales being generated from one or few major customers, the uncertainty of our being able to maintain current gross profit margins, inability to keep up or ahead of technology and to succeed in a highly competitive industry, inability to maintain marketing and distribution arrangements and to expand our overseas markets, uncertainty with respect to the prospects of legal claims against BOS; and additional risks and uncertainties detailed in BOS’s periodic reports and registration statements filed with the U.S. Securities Exchange Commission. BOS undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.