Ability Inc. Announces Closing of Stock Purchase Agreement
15 Gennaio 2019 - 10:31PM
Ability Inc. (NASDAQ: ABIL) (TASE: ABIL) (the “Company”),
which provides innovative tactical communications intelligence
solutions, today announced the closing of the previously announced
Stock Purchase Agreement, pursuant to which the Company purchased
all the issued and outstanding shares of Telcostar Pte. Ltd., the
supplier that develops and licenses to the Company on an exclusive
basis Ultimate Interception (ULIN), the Company’s principal
cellular interception system.
The closing resulted in the issuance by the
Company of an aggregate of 354,609 ordinary shares of the Company,
and the issuance of three warrants, each warrant exercisable for
100,000 ordinary shares of the Company at an exercise price of
$3.807 per share, with the first warrant exercisable for 30 days
from and after the first anniversary of the closing date, the
second warrant exercisable for 30 days from and after the second
anniversary of the closing date, and the third warrant exercisable
for 30 days from and after the third anniversary of the closing
date.
Immediately prior to the closing, the Company
amended and restated the previously announced Stock Purchase
Agreement in full, to, among other things, provide that all of the
ordinary shares of the Company to be issued pursuant to the Stock
Purchase Agreement shall be issued on the closing date of the
transaction, and to make adjustments for certain payments between
the parties under the existing reseller agreement between Ability
Computers and Software Industries Ltd., a wholly-owned subsidiary
of the Company, and Telcostar.
Simultaneously with the closing, the existing
reseller agreement was terminated, and Telcostar entered into a
services agreement with a service provider to Telcostar.
Following closing, the Company currently
estimates that it will incur additional operating expenses of
approximately $750,000 on an annualized basis, while the Company
would no longer be subject to the revenue share arrangement under
the terminated reseller agreement.
The Company has filed with the Securities and
Exchange Commission a Report on Form 6-K providing a more detailed
summary of the transaction together with copies of the transaction
documents.
About Ability Inc.
Ability Inc. is the sole owner of Ability
Computer & Software Industries Ltd. (“ACSI”) and Ability
Security Systems Ltd. Headquartered in Tel Aviv, Israel, ACSI was
founded in 1994. ACSI provides advanced interception, geolocation
and cyber intelligence tools used by security and intelligence
agencies, military forces, law enforcement and homeland security
agencies worldwide. ACSI has sold to governments and government
agencies in over 50 countries. ACSI offers a broad range of lawful
interception, decryption, cyber and geolocation solutions for
cellular and satellite communication, including Ultimate
Interception (ULIN), which to our knowledge, is the first-to-market
SaaS strategic interception system with voice and geolocation
capabilities without geographic limitation. State-of-the-art
technology underpins ACSI’s scalable offerings, which can be
tactical-and-portable, or strategic-and-fixed, depending on its
customers’ needs. Additional information regarding ACSI may be
found at http://www.interceptors.com.
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, among other thing, statements regarding the
acquisition. Forward-looking statements should not be read as a
guarantee of future performance or results and may not be accurate
indications of when such performance or results will be achieved.
Forward-looking statements are based on information that the
Company has when those statements are made or management’s good
faith belief as of that time with respect to future events, and are
subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Factors that may
cause such a difference include, without limitation, risks and
uncertainties related to the integration and continued operations
of Telcostar and the Company’s ability to achieve expected
synergies, as well as other risk factors detailed in the Company’s
filings with the SEC. The Company assumes no obligation to publicly
update or revise its forward-looking statements as a result of new
information, future events or otherwise.
Contact at Ability:
Avi LevinCFO+972-3-6879777avi@ability.co.il
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