Posted On: 09/30/2013 10:49:17 AM
Post# of 72741
Re: Roger Wilco #556
KIWB Big 8k just out, KIWIBOX.COM, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement Edgar Online "Glimpses"
Item 1.01 Entry into Material Definitive Agreement
On September 24, 2013 , Registrant signed an Equity Purchase Agreement (the "Acquisition Agreement") to acquire Interscholz Internet Services GmbH and Co. KG , a German limited liability company, and all of the equity of its general partner, Inerscholz Beteiligungs GmbH (collectively, "Interscholz") from Andre Scholz , the President and Chief Executive Officer of Registrant. Upon consummation, Registrant's wholly-owned German subsidiary, KWICK! Community GmbH and Co. KG ("KWICK!"), also a party to the Acquisition Agreement, shall hold the legal title to the equity of Interscholz. The Closing of the Acquisition Agreement is scheduled to take place on or about September 30, 2013 , with an effective date of July 1, 2013 .
Pursuant to the terms of the Acquisition Agreement, Registrant, through its subsidiary, KWICK!, shall acquire all of Seller's right, title and interest in and to all of the assets and properties, tangible and intangible, owned, held or used in connection with Interscholz's international telecommunications business, headquartered in Town of Leonberg, Federal Republic of Germany. Pursuant to the Acquisition Agreement, Registrant will pay a purchase price of 1 million Euros , or approximately $1,350,000 , payable on or before November 15, 2013 . In addition to containing the customary representations and warranties, the Acquisition Agreement provides for the licensing of the use of the trade name "Interscholz" for a ten-year term, restricted in such usage to Class 38 (telecommunications field) and Class 42 (scientific and technological services and research and design relating thereto; industrial analysis and research services; design and development of computer hardware and software) of the Nice Classification.
Registrant's Board of Directors considered the historical revenues and earnings of Interscholz, its potential to expand its business and its synergies with Registrant's social media businesses, and concluded that such a strategic acquisition would diversify Registrant's business operations and that, at the negotiated purchase price, was fair and reasonable and in the best interests of the Registrant and its shareholders.
Item 1.01 Entry into Material Definitive Agreement
On September 24, 2013 , Registrant signed an Equity Purchase Agreement (the "Acquisition Agreement") to acquire Interscholz Internet Services GmbH and Co. KG , a German limited liability company, and all of the equity of its general partner, Inerscholz Beteiligungs GmbH (collectively, "Interscholz") from Andre Scholz , the President and Chief Executive Officer of Registrant. Upon consummation, Registrant's wholly-owned German subsidiary, KWICK! Community GmbH and Co. KG ("KWICK!"), also a party to the Acquisition Agreement, shall hold the legal title to the equity of Interscholz. The Closing of the Acquisition Agreement is scheduled to take place on or about September 30, 2013 , with an effective date of July 1, 2013 .
Pursuant to the terms of the Acquisition Agreement, Registrant, through its subsidiary, KWICK!, shall acquire all of Seller's right, title and interest in and to all of the assets and properties, tangible and intangible, owned, held or used in connection with Interscholz's international telecommunications business, headquartered in Town of Leonberg, Federal Republic of Germany. Pursuant to the Acquisition Agreement, Registrant will pay a purchase price of 1 million Euros , or approximately $1,350,000 , payable on or before November 15, 2013 . In addition to containing the customary representations and warranties, the Acquisition Agreement provides for the licensing of the use of the trade name "Interscholz" for a ten-year term, restricted in such usage to Class 38 (telecommunications field) and Class 42 (scientific and technological services and research and design relating thereto; industrial analysis and research services; design and development of computer hardware and software) of the Nice Classification.
Registrant's Board of Directors considered the historical revenues and earnings of Interscholz, its potential to expand its business and its synergies with Registrant's social media businesses, and concluded that such a strategic acquisition would diversify Registrant's business operations and that, at the negotiated purchase price, was fair and reasonable and in the best interests of the Registrant and its shareholders.
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