IPM Enters Agreement to Acquire AdTech Technology Services Business for Up to $2.7 Million
Intelligent Protection Management Corp. has entered into a definitive agreement to acquire Advanced Technology Distributors’ information technology and managed services business for purchase price of up to $2.7 million, subject to customary adjustments and closing conditions.
Intelligent Protection Management Corp. (Nasdaq:IPM) has entered into a definitive agreement to acquire the information technology, telecommunications, connectivity, managed services and related infrastructure solutions business of Advanced Technology Distributors Inc. The transaction has a purchase price of up to $2.7 million, subject to customary adjustments, but has not yet been completed.
Advanced Technology Distributors, known as AdTech, will place the business into AdTech IT LLC, referred to as JVCo. IPM would then acquire JVCo’s membership interests in two stages under the Purchase Agreement.
At the First Closing, IPM is expected to acquire 49% of JVCo after AdTech contributes the operating assets linked to the business. At the Final Closing, IPM would acquire the remaining 51%. Both stages remain subject to the terms of the Purchase Agreement and other closing conditions.
IPM said it paid no consideration when the Purchase Agreement was signed. The transaction consideration is expected to include cash payments at the First and Final Closings, a seller note and a performance-based earnout payable when specified milestones are achieved.
The First Closing is expected to take place promptly after the California Public Utilities Commission approves a Tier 2 Advice Letter concerning the transfer of AdTech’s competitive local exchange carrier license to JVCo.
The Final Closing is expected to follow promptly after the CPUC approves a change-of-control filing related to that license. The company also identifies the possibility that the transaction may not be completed in a timely manner or at all, that required closing conditions may not be satisfied, and that the necessary CPUC approvals may not be obtained in a timely manner or at all. IPM also cites possible litigation relating to the transaction and other risks described in its Securities and Exchange Commission filings.
If the Final Closing occurs, JVCo will become a wholly owned subsidiary of IPM.
AdTech provides information technology, telecommunications, connectivity and managed services to small and medium-sized businesses in central and northern California and beyond. Its business offers professional IT solutions and has operated as an information technology partner for those customers.
IPM provides managed technology services focused on cybersecurity and cloud infrastructure. Its offerings include dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery, consulting and technology implementation. The company also identifies ManyCam among its other products.
Jason Katz, IPM’s Chairman and Chief Executive Officer, said the company believes AdTech’s managed services operations and recurring revenue model align with IPM’s existing managed solutions practice. IPM said it expects the transaction could create opportunities to offer cybersecurity, hosting, cloud and managed IT services across a broader customer base, subject to completion and integration of the transaction.
James Lawson, AdTech’s founder and President, said customers would continue working with the AdTech team and that signing the agreement does not alter their existing contracts or services.
IPM identified customer-base expansion, additional recurring revenue opportunities, improved visibility into recurring revenue, cross-selling opportunities and the development of a scaled managed technology services platform as expected synergies. These statements are subject to the transaction’s closing conditions and the risks identified by the company.
IPM has entered into a definitive agreement to acquire AdTech’s technology and managed services business for a purchase price of up to $2.7 million, subject to customary adjustments.
The transaction would proceed through two closings, with IPM acquiring 49% of JVCo at the First Closing and the remaining 51% at the Final Closing.
The closings depend on CPUC approvals relating to AdTech’s competitive local exchange carrier license and other conditions in the Purchase Agreement.
Consideration includes cash payments, a seller note and a performance-based earnout tied to specified milestones.
Following the Final Closing, JVCo would become a wholly owned subsidiary of IPM, if the transaction is completed.
Intelligent Protection Management Corp. announced that it had entered into a definitive agreement with Advanced Technology Distributors Inc. to acquire its information technology, telecommunications, connectivity, managed services and related infrastructure solutions business. The purchase price is up to $2.7 million, subject to customary adjustments, and the Transaction remains subject to the terms and conditions of the Purchase Agreement.
Intelligent Protection Management Corp. is proposing to acquire Advanced Technology Distributors Inc.’s information technology, telecommunications, connectivity, managed services and related infrastructure solutions business. AdTech provides these services to small and medium-sized businesses throughout central and northern California and beyond.
The proposed acquisition is structured in two stages through AdTech IT LLC, or JVCo, which is currently a wholly owned subsidiary of AdTech. At the First Closing, Intelligent Protection Management Corp. would acquire 49% of JVCo, followed by the proposed acquisition of the remaining 51% at the Final Closing.
The Transaction provides for aggregate consideration of up to $2.7 million, subject to customary adjustments. The consideration includes cash payments at the First and Final Closings, a seller note and a performance-based earnout payable upon achievement of certain milestones.
Intelligent Protection Management Corp. did not pay any consideration in connection with signing the Purchase Agreement. The announced consideration is instead linked to the Transaction’s closing structure and includes cash payments, a seller note and a performance-based earnout.
The First Closing is expected to occur promptly after the California Public Utilities Commission approves a Tier 2 Advice Letter relating to the transfer of AdTech’s competitive local exchange carrier licence to JVCo. The Final Closing is expected to occur promptly after the CPUC approves a change-of-control filing relating to the licence, and each closing remains subject to other conditions in the Purchase Agreement.
Intelligent Protection Management Corp. expects the First Closing to occur promptly after the Tier 2 Advice Letter Approval and the Final Closing to occur promptly after the CLEC License Change of Control Approval. The company also states that both closings remain subject to other conditions set forth in the Purchase Agreement.
Following the Final Closing, JVCo will become a wholly owned subsidiary of Intelligent Protection Management Corp. The company would acquire JVCo’s outstanding membership interests in the two stages described in the Purchase Agreement.
Jason Katz, Chairman and Chief Executive Officer of Intelligent Protection Management Corp., said the transaction is intended to combine AdTech’s managed services business and recurring revenue model with IPM’s existing managed solutions practice. He said the companies believe the combination could support cross-selling of complementary IT services and solutions, while the company also identifies customer-base expansion and additional recurring revenue opportunities as expected synergies.
Intelligent Protection Management Corp. is a managed technology solutions provider focused on cybersecurity and cloud infrastructure. Its services include dedicated server hosting, cloud hosting, data storage, managed security, backup and disaster recovery, consulting and technology implementation, and its other products include ManyCam.
Advanced Technology Distributors Inc. is a managed services provider offering professional IT solutions. The company has served small and medium-sized businesses throughout central and northern California and beyond as an information technology partner.
James Lawson, founder and President of Advanced Technology Distributors Inc., said customers would continue working with the AdTech team they know and trust. He also said signing the agreement does not change their existing contracts or services.
Intelligent Protection Management Corp. identifies risks including the possibility that the parties may not consummate the Transaction in a timely manner or at all, that closing conditions may not be satisfied, and that the required CPUC approvals may not be secured in a timely manner or at all. The company also cites possible litigation relating to the Transaction and other risks described in its Securities and Exchange Commission filings.
Intelligent Protection Management Corp. states that its common stock is listed on The Nasdaq Capital Market under the ticker symbol Nasdaq:IPM.