Tosei engineering corp. and tosei america, inc. completed the acquisition of schmitt europe limited and schmitt dynamic balance systems business line from schmitt industries, inc. (nasdaqcm:smit).

Tosei engineering corp. and tosei america, inc. entered into an agreement to acquire schmitt europe limited and schmitt dynamic balance systems business line from schmitt industries, inc. (nasdaqcm:smit) for $10.5 million on october 9, 2019. as per the terms, tosei america will acquire schmitt dynamic balance systems for $8.5 million and tosei engineering will acquire schmitt europe limited for $2 million. tosei engineering will acquire 2 shares of schmitt europe. a portion of the purchase price payable by buyers to schmitt industries shall be placed in escrow by buyers for one year following the closing date, the release of which shall be contingent upon certain events and conditions. upon termination, schmitt industries shall pay buyers a termination fee of $0.63 million. the transaction will follow a 30-day go shop period. prior to the closing, schmitt industries will consolidate all of its business operations into a property in portland, oregon (“primary business location”). as a condition to the closing, schmitt industries and tosei america shall enter into a lease agreement for the primary business location. the transaction is subject to customary closing adjustments, letters of resignation from ann ferguson from her role as a director of schmitt europe and jonathan atkinson from his role as secretary of schmitt europe, evidence of termination of all business employees, regulatory approval including firpta certificate, execution of escrow agreement and employment agreement with buyers and donna witkowski, on terms reasonably acceptable to buyers, to be effective as of the closing date. schmitt’s board of directors approved the deal. the transaction is expected to close in the fourth quarter of calendar year 2019. taisuke kimoto of pillsbury winthrop shaw pittman llp acted as legal advisor to tosei engineering and tosei america. michael neidell and kenneth mantel of olshan frome wolosky llp acted as legal advisor to schmitt industries. moss adams llp acted an accountant to schmitt industries while kpmg us acted an accountant to tosei engineering and tosei america. tosei engineering corp. and tosei america, inc. completed the acquisition of schmitt europe limited and schmitt dynamic balance systems business line from schmitt industries, inc. (nasdaqcm:smit) on november 22, 2019. post acquisition, tosei america, inc. will be changed to accretech sbs inc.
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