HUIZHOU, China, Jan. 19 /PRNewswire-Asia-FirstCall/ -- NIVS IntelliMedia Technology Group, Inc., ("NIVS" or the "Company") (NYSE Amex: NIV), a consumer electronics company that designs, manufactures and sells intelligent audio and visual products, today announced that the Company executed a definitive acquisition agreement to acquire Huizhou Dongri Digital Co., Ltd., ("Dongri") a mobile phone product manufacturer located in the Huizhou Zhongkai Hi-tech Zone area.
The aggregate purchase price to be paid by the Company for Dongri is to be up to $23 million. $13 million will be paid within 30 days after closing, expected to be January 22, 2010, and up to an additional $10 million may be payable at future dates contingent on certain performance metrics of Dongri being met, as described below. With the acquisition of Dongri, the Company's production capacity will be increased to 1 million mobile phones per month, in keeping with the Company's demand for its overall mobile phone products.
If Dongri's after-tax income for the first half of 2010, January 1 - June 30, 2010, exceeds $1.91 million, then an additional $3 million will be paid to the former shareholders of Dongri. If Dongri's after-tax income for the first half of 2010 is between $955,000 and $1.91 million, then a pro-rata amount of $3 million shall be postcard printing payable to the former Dongri shareholders based on the amount that the after-tax income exceeds $955,000 divided by 955,000. If Dongri's after-tax income for the first half of 2010 is less than $955,000 then no additional funds will be paid to the former Dongri shareholders pertaining to the financial performance of Dongri for the period January 1 - June 30, 2010.
If Dongri's after-tax income for the third quarter of 2010, July 1 - September 30, 2010, exceeds $1.03 million then $3 million shall be payable to the former Dongri shareholders. If Dongri's after-tax income for the third quarter of 2010 is between $514,000 and $1.03 million then a pro-rata amount of $3 million shall be payable to the former Dongri shareholders, where such pro-rata amount shall be calculated based on the amount that the after-tax income exceeds $514,000 divided by $514,000. If Dongri's after-tax revenue for the third quarter of 2010 is less than $514,000 then no additional funds will be paid to the former Dongri shareholders pertaining to that period.
If Dongri's after-tax income for the fourth quarter of 2010, October 1 - December 31, 2010 exceeds $1.18 million then $4 million shall be payable to the former Dongri shareholders. If Dongri's after-tax income for the fourth quarter of 2010 is between $590,000 and $1.18 million then a pro-rata amount of $4 million shall be payable to the former Dongri shareholders, where such pro-rata amount shall be calculated based on the amount that the after-tax income exceeds $590,000 divided by $590,000. If Dongri's after-tax income for the fourth quarter of 2010 is less than $590,000, then no additional funds will be paid to the former Dongri shareholders pertaining to that period.
All dollar figures used to calculate any additional payments, if any, owed to the former Dongri shareholders will be calculated in accordance with U.S. GAAP, as determined by the parent corporation, NIVS paper bag printing and confirmed by NIVS' independent auditor.
Additional payments owed to Dongri, if any, shall be made no later than the thirtieth day following the completion of NIVS' preparation of its financial statements for the respective period, calculated in accordance with U.S. GAAP and confirmed by NIVS' independent auditor and the filing of the related financial statements with the
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