Ideanomics, Inc. completed the acquisition of Timios, Inc. from a group of shareholders.
January 07, 2021
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Ideanomics, Inc. (NasdaqCM:IDEX) signed a definitive stock purchase agreement to acquire Timios, Inc. from a group of shareholders for approximately $45 million on November 10, 2020. Pursuant to the agreement, Ideanomics will acquire 100% of Timios in an all-cash deal, for approximately $40 million subject to customary purchase price adjustments set forth in the agreement including an agreement that Ideanomics will increase the consideration by the amount of cash Timios leaves in the business which is required to be at least $5 million. An aggregate of $4 million of the purchase price will be deposited into an escrow account to satisfy indemnity obligations, if any, and an aggregate of $600,000 will be deposited into an escrow account to satisfy purchase price adjustments, if any. As of December 4, 2020, Ideanomics, Inc. offered its 13.05 million to raise $27.7 million and intends to use the proceeds from offering to fund the transaction.
For the year ended December 31, 2019, Timios reported $45.1 million of revenues, $11.7 million of total assets, $4.5 million of operating income, $2.6 million of net income and $7.8 million total common equity. The agreement may be terminated under certain circumstances. The transaction is subject to receipt of approval from the California Department of Insurance, the Texas Department of Insurance and the Arizona Department of Insurance and Financial Institutions, receipt by Ideanomics of financing in an amount sufficient to consummate the transaction, and receipt by Ideanomics from Timios of disclosure schedules within 15 days following signing of the agreement in form and substance to be agreed to be the parties, with respect to each of Davison, L. Splane, Sarumaru, English, Montag, T. Splane, and Hall, Buyer and such individual shall have executed and delivered an amendment to such individual’s employment agreement that extends the term of such agreement to December 31, 2022, all of the third party approvals shall have been obtained, none of the Group companies shall have any indebtedness, estimated closing cash as set forth in the closing date statement shall be no less than $5 million, estimated closing current liabilities as set forth in the closing date statement shall be no greater than $5 million. If Ideanomics and Timios are unable to agree upon the disclosure schedules, Ideanomics may terminate the agreement. Additionally, if the transaction does not close within 6 months of the signing, the agreement will terminate and the transaction will not be consummated. William N. Haddad of Venable LLP acted as legal advisor to Ideanomics.
Ideanomics, Inc. (NasdaqCM:IDEX) completed the acquisition of Timios, Inc. from a group of shareholders on January 8, 2021. Ideanomics acquired 100% of the outstanding capital stock of Timios for approximately $40 million in cash consideration plus $6.5 million for cash on hand.
Ideanomics, Inc. operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. Ideanomics Mobility operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial electric vehicles (EVs). Ideanomics Capital is the Company's fintech business unit. Its principal product or services consists of WAVE Charging, VIA Motors, Energica, and Solectrac. WAVE Charging is a provider of high-power inductive (wireless) charging solutions for medium and heavy-duty EVs. The WAVE system automatically charges vehicles during scheduled stops without the cable-based systems. VIA Motors is a commercial electric vehicle company with advanced electric drive technology, delivering sustainable mobility solutions. VIA designs and markets commercial electric vehicles and technology. Energica is an electric motorcycle company. Solectrac is an assembler and distributor of electric powered tractors.