NanoSensors has announced today that it has entered into a non-binding letter of intent to acquire substantially all of the tangible and intangible assets of privately-held DKL International, Inc.
DKL International is a leading provider of passive detection technology and related products to the homeland security, defense, military, law enforcement, security, safety, and rescue markets.
In a move to further strengthen its position in the sensor and detection space; NanoSensors sought to identify a viable acquisition target that met three key criteria: (1) proven sensor capabilities, (2) a viable domestic and/or international distribution network and (3) an experienced management team.
"After careful consideration, DKL International became an obvious choice for our first acquisition," said Dr. Ted Wong, NanoSensors' Chairman & CEO. "This acquisition will provide us with a portfolio of patents and patent applications, revenue producing assets, infrastructure, and strategic relationships that NanoSensors can leverage to achieve its existing business objectives."
Dr. Wong said that the transaction is extremely positive for NanoSensors because it will:
- Move NanoSensors from a pre-revenue company to one generating revenue
- Enable the Company to strengthen and expand its management team
- Benefit both companies and assist us in penetrating more markets with
their life-saving technologies
- Give the Company the opportunity to leverage a combined technology base
to develop, and deliver and support future products that save lives,
- Provide NanoSensors with DKL International's experience in technology
and product development, business development and product introduction
into the worldwide markets.
"This transaction, with the financial and technical support from Ted and his team, will allow us to significantly expand our operations," said Howard Sidman, Chairman & CEO of DKL International. "To date the majority of our sales have come from Asian markets, and this transaction will give us the capability to expand our sales and marketing effort into the United States."
The present terms of the Letter of Intent provide for NanoSensors to pay a purchase price comprised of issuing common stock to DKL International, assuming certain liabilities of DKL International, and making commitments to provide additional capital at closing to fund the operations of the Company. The completion of the transaction is subject to numerous closing conditions, including the negotiation and execution of a definitive acquisition agreement, the completion of due diligence by the parties, the approval of the Board of Directors and shareholders of each entity and several other conditions. If a final agreement is reached and the other conditions satisfied, the transaction is expected to close during the second quarter of 2007. However, as a result of the foregoing uncertainties, there can be no assurance that a definitive agreement will be executed or that, if it is, the transaction will be completed.