Qualmax Completes Asset Purchase of the Communications Division of Better Online Solutions
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EUGENE, Ore.--(BUSINESS WIRE)--Jan. 6, 2006--Qualmax, Inc. (Pink Sheets:QMXI), announced today that it has completed the closing of a multifaceted $5.5 million transaction with B.O.S. Better Online Solutions Ltd., on December 31st, 2005. B.O.S. Better Online Solutions, Ltd., is an Israeli corporation (Nasdaq:BOSC) (TASE:BOSC) engaged in the development and marketing of innovative communications and connectivity products, components and technology ("BOS").
Pursuant to an Asset Purchase Agreement, and in consideration for a maximum of approximately 3.2 million newly issued shares and a maximum of $800,000 in 4% royalties from the newly acquired assets, Qualmax's new Israeli subsidiary Qualmax Ltd. acquired the staff and approximately $4.5 million in assets comprising the Communications Division of BOS. An additional 1.07 million shares may be issued to BOS upon the fulfillment of certain milestones over the course of one year. The Communications Division is engaged in the research, product development and manufacture of VoIP (Voice over Internet Protocol) and GSM (Global System for Mobile Communications) gateways for businesses.
Pursuant to an Outsourcing Agreement, BOS agreed to provide certain Communications Division operating services for 12 months to insure the seamless integration of the acquired assets into Qualmax's operating systems.
Pursuant to a Bridge Loan Agreement, BOS advanced $1,000,000 to Qualmax for the exclusive use of financing and operating the newly acquired Communications Division assets. The loan, which is secured by a subordinated lien, is for a term of 36 months, payable interest only for the first 18 months at prime plus 2.5% up to a maximum of 12%.
Commenting on the transaction, M. David Kamrat, Qualmax's Chief Executive Officer, stated that "the acquisition is a paradigm shift, which will expand our business model into the development, manufacture and sale of value-added products and services. The BOS bridge loan will facilitate the integration of the newly acquired assets and staff into our existing sales and marketing operations, which will help accelerate our growth during 2006."
About Qualmax
Qualmax develops and markets VoIP technology products and services, including network infrastructure implementation, design and engineering, termination, origination and ASP services. Qualmax's division structure supports a market strategy that has been formed with the singular mission of addressing the disparate needs of global enterprise and service provider customers.
Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of Qualmax. Actual results may differ materially from the expectations contained in the forward-looking statements. Qualmax does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
For additional information concerning the details of the
acquisition, see the BOS press release of 12/31/05 or contact Qualmax.
CONTACT: Qualmax, Inc.
M. David Kamrat, +15416832892 X 1001
davidk@Qualmax.net