Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On January 17, 2023, Amtech Systems, Inc., an Arizona corporation (the
"Company"), acquired Entrepix, Inc., an Arizona corporation ("Entrepix"),
through a reverse triangular merger resulting in Entrepix becoming a wholly
owned subsidiary of the Company. The acquisition was consummated pursuant to the
terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated January
17, 2023, by and among the Company, Emerald Merger Sub, Inc., an Arizona
corporation and wholly owned subsidiary of the Company ("Merger Sub"), Entrepix,
Timothy P. Tobin, solely in his capacity as the shareholders' representative,
and the Key Shareholders (as defined in the Merger Agreement). Upon the terms
and subject to the conditions set forth in the Merger Agreement, Merger Sub
merged with and into Entrepix (the "Merger"), with Entrepix surviving the Merger
as a direct, wholly owned subsidiary of the Company. At the closing of the
Merger on January 17, 2023 (the "Closing"), the Company paid a purchase price of
$35.0 million, subject to certain customary purchase price adjustments. The
Company used cash on hand and the net proceeds from the Term Loan (as described
below) to pay the purchase price at the Closing.
The Merger Agreement includes representations, warranties and covenants of the
parties that are customary for a transaction of this nature. The Merger
Agreement also contains certain indemnification obligations with respect to
breaches of representations and warranties and certain other specified matters.
To provide for losses for which the Company would not otherwise be able to seek
indemnification from Entrepix under the Merger Agreement, the Company purchased
a buyer-side representations and warranties insurance policy (the "R&W Policy"),
which R&W Policy was issued as of the Closing, and which will be its primary
recourse with respect to breaches of Entrepix's representations and warranties.
The R&W Policy is subject to coverage limitations and certain customary terms,
exclusions and deductibles, which limit the Company's ability to make recoveries
under the R&W Policy.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which will be timely filed as an exhibit to the
Company's next Quarterly Report on Form 10-Q.
The Merger Agreement has been described above and will be filed to provide
investors with information regarding its terms and is not intended to provide
any factual information about the Company or Entrepix. The representations,
warranties and covenants in the Merger Agreement were made only for the purpose
of the Merger Agreement and solely for the benefit of the parties to the Merger
Agreement as of specific dates. Such representations, warranties and covenants
(i) may have been made for the purposes of allocating contractual risk between
the parties to the Merger Agreement instead of establishing these matters as
facts, (ii) may or may not have been accurate as of any specific date, and (iii)
may be subject to important limitations and qualifications and may therefore not
be complete. The representations, warranties and covenants in the Merger
Agreement may also be subject to standards of materiality applicable to the
contracting parties that may differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state of facts or
condition of the Company or Entrepix or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the Company's public disclosures.
Loan and Security Agreement
On January 17, 2023, the Company entered into a Loan and Security Agreement (the
("LSA") by and among the Company, its U.S. based wholly owned subsidiaries Bruce
Technologies, Inc., a Massachusetts corporation, BTU International, Inc., a
Delaware corporation, Intersurface Dynamics, Incorporated, a Connecticut
corporation, P.R. Hoffman Machine Products, Inc., an Arizona corporation, and
Entrepix, Inc., (collectively the "Borrowers"), and UMB Bank, N.A., national
banking association (the "Lender"). The LSA provides for (i) a term loan (the
"Term Loan") in the amount of $12.0 million maturing January 17, 2028, and (ii)
a revolving loan facility (the "Revolver") with an availability of $8.0 million
maturing January 17, 2024.
The Term Loan and Revolver are secured by a first priority lien on substantially
all of the Borrowers' assets (other than certain customary excluded assets) and
the LSA contains customary events of default, representations and warranties,
and covenants that restrict the Borrowers' ability to, among other things, incur
additional indebtedness, other than permitted indebtedness, enter into mergers
or acquisitions, sell or otherwise dispose of assets, or pay dividends, subject
to customary exceptions.
The LSA additionally contains financial covenants such that, as of the end of
each of its fiscal quarters, beginning March 31, 2023, the Borrowers must
maintain (i) a ratio of consolidated debt owed to Lender to consolidated EBITDA
(as defined in the LSA) for such fiscal quarter, of not greater than 1.50 to
1.00, through December 31, 2024, based on a building 4 quarters (as described in
the LSA), and then 1.00 to 1.00 each fiscal quarter thereafter, (ii) a ratio of
(a) the total for such fiscal quarter of EBITDAR (as defined in the LSA) minus
the sum of all (i) income taxes paid in cash plus cash dividends/distributions
. . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under "Item 1.01 - Entry into a Material Definitive
Agreement - Merger Agreement" is incorporated in this Item 2.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under "Item 1.01 - Entry into a Material Definitive
Agreement - Loan and Security Agreement" is incorporated in this Item 2.03 by
reference.
Item 7.01 Regulation FD Disclosure.
On January 17, 2023, the Company issued a press release announcing the entry
into the Merger Agreement and the consummation of the Closing. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein. On January 17, 2023, the Company uploaded to its website an
investor presentation as part of the announcement of the entry into the Merger
Agreement. A copy of the investor presentation is attached hereto as Exhibit
99.2.
The information furnished pursuant to this Item 7.01 and the accompanying
Exhibit 99.1 and Exhibit 99.2 furnished herewith, shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section, and is not to
be incorporated by reference into any filing of the Company.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of Entrepix required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit Number Description of Exhibits
99.1 Press Release dated January 17, 2023
99.2 Investor Presentation dated January 17, 2023
104 Cover page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses