Lumenpulse Inc., a manufacturer of specification-grade LED lighting solutions, recently announced it has acquired Fluxwerx Illumination Inc., a privately owned pure-play specification-grade LED lighting solutions provider based in British Columbia, Canada, for a total initial consideration of $60 million.
Founded in 2011, Fluxwerx is a manufacturer of LED luminaires, with several innovations including the company’s proprietary anidolic optics technology.
The initial consideration paid by Lumenpulse consists of an upfront cash payment of $36 million, the issuance of Lumenpulse shares for an aggregate amount of $20 million (based on a price of $15.78 per share) and a cash holdback of $4 million to be paid approximately one year after closing. The upfront cash payment was financed with available liquidities.
The transaction is subject to post-closing adjustments and to an earn-out payment of up to $25 million, payable in cash or shares at the option of Lumenpulse, based on a linear formula which combines revenue and Adjusted EBITDA targets for Fiscal 2017. The revenue component of the earn-out payment, is based on a range between $43.8 million and $55 million, subject to the achievement of a minimum Adjusted EBITDA.