LRAD Corporation acquired Genasys Holding, S.L. from Adara Ventures, Caixa Capital Risc, SGEIC, S.A. and others for €3.1 million.
January 18, 2018
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LRAD Corporation (NasdaqCM:LRAD) acquired Genasys Holding, S.L. from Adara Ventures, Caixa Capital Risc, SGEIC, S.A. and others for €3.3 million on January 18, 2018. The Purchase Price includes working capital of €0.08 million, company debt €1.4 million and Severance €0.39 million. The consideration is subject to adjustment. The purchase price shall be increased by the amount if the working capital as of closing exceeds the working capital target or decreased by the amount, if any, that the working capital as of closing is less than the working capital target, however, purchase price will not be adjusted if the working capital as of closing is between €0.06 million and €0.1 million. The purchase price shall be increased by the amount if the LRAD’s debt as of closing is less than the LRAD debt target or decreased by the amount, if any, that the LRAD debt as of closing exceeds the LRAD debt target. The purchase price shall be increased by the amount, if any, that the severance obligations as of closing is less than the severance target or decreased by the amount, if any, that the LRAD’s severance obligations as of closing exceeds the severance target. In connection with completing the Acquisition, LRAD also agreed to repay loans from certain Stockholders to Genasys in an aggregate amount of approximately €0.37 million. Of the purchase price, €0.15 million was held back by the LRAD in escrow to satisfy any negative working capital adjustments. The acquisition was funded from available cash on hand. LRAD Corporation utilized $2.6 million (€2.1 million) of net cash to fund the acquisition of Genasys Holdings, S.L. Revenues for Genasys in calendar 2017 were €1.9 million. Joshua E. Little and Mark E. Kam of Durham Jones & Pinegar acted as legal advisors to LRAD. Raoul Duggal of Buhler Duggal & Henry LLP acted as legal advisor to LRAD.
LRAD Corporation (NasdaqCM:LRAD) completed the acquisition of Genasys Holding, S.L. from Adara Ventures, Caixa Capital Risc, SGEIC, S.A. and others on January 18, 2018.
Genasys Inc. provides critical communications software solutions and hardware systems designed to alert, inform and protect communities and organizations. Its Genasys Protect unified platform collects information on developing and active emergency situations from a range of sensors and inputs and enables governments, businesses and organizations to deliver real-time, geo-targeted notifications and information to people in harmâs way before, during and after public safety and enterprise threats. Genasys Protective Communications Solutions have a diverse range of applications, including emergency warning and customizable mass notification for public safety, critical event management for enterprise companies, de-escalation for defense and law enforcement, as well as automatic detection of real-time threats like active shooters and severe weather. The Company has two segments: Hardware and Software. Its principal markets are North and South America, Europe, the Middle East, and Asia.
GENASYS INC. 
