CVG - Commercial Vehicle Group Inc.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 14:07
Material Agreement Form 8 K
Asset Purchase Agreement
On October 30, 2024, Commercial Vehicle Group, Inc. ("Company" or "CVG") and its wholly-owned subsidiary CVG FSE, LLC ("Seller" and collectively with CVG, the "Seller Parties") entered into an Asset Purchase Agreement (the "Purchase Agreement") with FSE Diya, Inc., a Delaware corporation ("Buyer").
Under the terms of the Purchase Agreement, Buyer will purchase substantially all of the assets of Seller's business of manufacturing and selling control panels, electro-mechanical systems, chassis integration, and cable assemblies and providing related engineering services (the "Business"). The transactions contemplated by the Purchase Agreement are referred to as the "Transaction". The Transaction closed simultaneously with the signing of the Purchase Agreement (the "Closing").
Pursuant to the terms of the Purchase Agreement, the aggregate consideration to be paid by Buyer to Seller in connection with the Transaction is (i) One Million Five Hundred Thousand Dollars ($1,500,000) (the "Base Purchase Price"), as adjusted pursuant to the Purchase Agreement, plus (ii) the earnout payments if and when payable up to One Million Five Hundred Thousand Dollars ($1,500,000) (the "Purchase Price"). At the Closing, Buyer paid to Seller an aggregate amount equal to (i) Base Purchase Price, plus (ii) whether positive or negative, the estimated adjustment amount, of which (x) Five Hundred Thousand Dollars ($500,000) was paid by delivery of a promissory note made by Buyer to the Seller and (y) the remainder paid in cash, by wire transfer of immediately available funds on the date of Closing.
Each of the Seller Parties and Buyer has provided customary representations, warranties and covenants in the Purchase Agreement. The Purchase Agreement contains customary indemnification rights. The Purchase Agreement includes certain restrictive covenants for a period of three (3) years commencing on the Closing Date, including non-competition and non-solicitation covenants.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Transition Services Agreement
In connection with entering into the Purchase Agreement, the parties entered into a negotiated transition services agreement ("TSA"), dated October 30, 2024.
The foregoing description of the TSA does not purport to be complete and is qualified in its entirety by the full text of the TSA, a copy of which is attached hereto as Exhibit 2.2, and is incorporated herein by reference.