Natus Medical Inc. (NasdaqGS:BABY) entered into a definitive agreement to acquire Grass Technologies Corporation from Astro-Med Inc. (NasdaqGM:ALOT) for approximately $18.6 million on January 5, 2013. The purchase price is subject to adjustment depending upon the level of working capital in the business on the date of the acquisition. Of the $18.6 million purchase price, $1.8 million will be held in escrow for 12 months following the closing to provide an indemnity to Natus in the event of any breach in the representations, warranties and covenants of Astro-Med. Natus Medical will fund the transaction with existing cash and borrowings under its credit facility with Wells Fargo Bank National Association. Astro-Med will retain its Grass manufacturing facility and have entered into an agreement whereby Astro-Med will continue to manufacture the Grass products and provide other transition services for a period of time, after which Natus will acquire any remaining inventory.

Grass Technologies Corporation generated sales of approximately $18.5 million in the year ended January 31, 2012. The completion of the transaction is subject to net working capital of Grass Technologies not being less than $2 million. Approval of Astro-Med's shareholders is not required in connection with the transaction. The transaction is expected to close on January 31, 2013. Dan Winnike, Gaurav Sud, Allison Cooper, Stefano Quintini, and Blake Martell of Fenwick & West, LLP acted as legal advisors for Natus. Margaret D. Farrell of Hinckley, Allen & Snyder LLP acted as legal advisor to Astro-Med, Inc.