SBS Technologies, Inc. To Acquire Bit 3 Computer Corporation
Acquisition Expands SBS Product Markets
SBS Technologies, Inc. (Nasdaq: SBSE,)("SBS") today announced the signing of a definitive agreement to acquire, for $24 million, the outstanding common stock of the Bit 3 Computer Corporation ("Bit 3"). An initial cash payment of $20 million will be funded primarily by, and is contingent upon, an offering of SBS's common stock. Subsequent cash payments of $1 million and $3 million will be due to Bit 3 in 1997 and 1998, respectively. Under the terms of the agreement, closing of the proposed offering must occur by December 20, 1996. Bit 3 was founded in 1979 and is a manufacturer of computer networking and interconnection hardware for some of the most widely used computer architecture standards in the standard bus embedded computer market. Bit 3's bus interconnect hardware product line complements SBS' existing input/output (I/O) and CPU product lines, and targets the general purpose segment of the standard bus embedded computer market. For its fiscal year ended December 31, 1995, Bit 3 had pretax income of approximately $4.7 million on sales of $12.5 million. SBS will record $9.75 million of intangible assets, including goodwill, as a result of the acquisition. Also in connection with the acquisition, SBS will record an estimated $11.0 million earnings charge related to in-process research and development of purchased technology of Bit 3, anticipated to be recorded in the second fiscal quarter of 1996, the quarter in which the acquisition is expected to close. Based on the Company's historical financial performance and the historical financial performance of Bit 3, the Company currently expects to incur a significant net loss for the second fiscal quarter of 1996 as a result of the earnings charge. "The acquisition of Bit 3 is another step in our strategy of Company expansion through a combination of internal growth and acquisition," stated Christopher J. Amenson, President and Chief Operating Officer of SBS. "Bit 3's products and markets are complementary to our existing general purpose, embedded computer I/O and CPU products. Bit 3 serves over 500 customers, many of whom the Company believes may have need for our other products, including the Intel Pentium-based CPU board product line and our Industry Pack7 I/O products."