Root9B Technologies Inc. signed a non-binding letter of intent to acquire IPSA International, Inc. for $11.5 million.
December 01, 2014 at 11:00 pm
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root9B Technologies Inc. (OTCPK:RTNB) signed a non-binding letter of intent to acquire IPSA International, Inc. from Centurion Holdings, LLC and others for $11.5 million on December 1, 2014. The consideration will involve the issuance of root9B's common shares, as well as cash. Pursuant to the terms of the agreement, upon the closing of, root9B issued ten million shares of to the stockholders of IPSA and paid $2.5 million. For the year ending December 31, 2013, IPSA has revenue of $33.10 million, total assets of $11.36 million, net income of $0.86 million and shareholders' equity of $1.93 million. Dan Wachtler, President and Chief Executive Officer of IPSA, will be become a Director of root9B Technologies.
The transaction is subject to root9B Technologies' completion of due diligence, the signing of a definitive purchase agreement, the performance of an independent audit for IPSA's 2013 fiscal year, an independent auditor review of IPSA's nine month unaudited financial statements, and other customary conditions. The transaction is anticipated to close in January, 2015. The parties entered into definitive agreement on February 6, 2015. Steven Pidgeon of DLA Piper LLP acted as legal advisor for IPSA. Seth I. Rubin of Ruskin Moscou Faltischek, P.C. acted as legal advisor for root9B. Cherry Bekaert LLP acted as accountant for root9B and was paid a fee of $0.22 million.
root9B Holdings, Inc., formerly root9B Technologies, Inc., is engaged in providing cybersecurity, business advisory services principally in regulatory risk mitigation, and energy and controls solutions. The Company helps clients in various industries to provide cyber operations and solutions, mitigate risk, comply with regulations, and leverage and integrate technology. It operates through three segments: Cyber Solutions, IPSA International, Inc. (IPSA)/Business Advisory Solutions, and Energy and Controls Solutions. The Cyber Solutions segment provides cyber security and technology training capabilities, operational support and consulting services. The IPSA/Business Advisory Solutions segment delivers solutions in both regulatory compliance and risk mitigation. The Energy and Controls Solutions segment works with its customers to assess, design and install processes and automation. Its services include cyber operations assessments, forensics, exploitation and defense planning.
ROOT9B HOLDINGS, INC. 
