A Medical Device Daily
KBL Healthcare Acquisition (New York) has filed an amended preliminary proxy statement relating to its proposed business combination with privately held Summer Infant (North Smithfield, Rhode Island), a developer of branded durable wellness, health and safety products for infants and toddlers.
KBL will purchase Summer Infant and its three affiliate companies, Summer Infant Europe (Hertfordshire, UK) , Summer Infant Asia and Faith Realty for an initial payment of $20 million in cash and 3,916,667 shares of common stock, subject to certain closing adjustments. KBL also will assume or repay Summer Infant’s outstanding consolidated debt of about $11.1 million.
Summer Infant stockholders also will be entitled to receive up to an aggregate of $5 million in performance payments based on 50% of audited EBITDA in excess of $4.2 million, $10 million and $15 million for the years ended Dec. 31, 2006, 2007 and 2008 respectively. In addition, they will be entitled to receive another 2.5 million shares of the company’s common stock if the closing market price of the company’s common stock exceeds $8.50 for 20 out of 30 trading days at any time prior to April 20, 2009.
The closing of the acquisition is subject to customary closing conditions, and is conditioned on holders of less than 20% of the shares of the Company’s common stock voting against the acquisition and electing to convert their common stock into cash.
KBL said it will hold a stockholder meeting in 1Q07 to vote on the proposed purchase.
The companies initially unveiled the acquisition plan in August.
Summer Infant reports having developer more than 60 proprietary products which it sells to large U.S. retailers, such as Babies R Us, Target, K-Mart and Wal-Mart.