DENVER, Nov. 12, 2015 /PRNewswire/ -- Qualmark Corporation ("Qualmark") today announced that it has entered into a definitive merger agreement with ESPEC Corp., a Japanese corporation ("ESPEC"), in which a wholly-owned subsidiary of ESPEC will merge into Qualmark in a cash transaction that values Qualmark at approximately $12.5 million, subject to closing adjustments. Qualmark shareholders will receive between $0.94 and $1.02 in cash for each share of Qualmark common stock they hold. The exact per share merger consideration will depend on certain closing adjustments.
Terms and Conditions
The transaction is subject to the approval of the shareholders of Qualmark, as well as other customary approvals including U.S. government foreign investment regulatory clearance. The board of directors of each company has unanimously approved the merger agreement. The companies anticipate completing the transaction prior to December 31, 2015.
Andy Drenick, President and Chief Executive Officer of Qualmark stated, "We are pleased to provide liquidity for Qualmark shareholders and to increase our capabilities for customers, employees, channel partners and suppliers. Being part of ESPEC will provide access to highly advanced compressor-based refrigeration systems which can be incorporated into Qualmark's industry leading HALT/HASS solutions. Qualmark Corporation will continue to be a Colorado corporation, will retain all employees, and continue to operate in its Denver facility as a standalone subsidiary of ESPEC Corporation."
About Qualmark Corporation
Qualmark Corporation has been one of the leading manufacturers of accelerated reliability test equipment worldwide since pioneering the technology in the early 1990s. Its patented HALT (Highly Accelerated Life Test) and HASS (Highly Accelerated Stress Screen) chamber systems are recognized as one of the fastest and most effective disciplines for design reliability testing and production screening for electronics and electro-mechanical equipment. Qualmark is the knowledge leader in accelerated stress testing methods with over 4,500 HALT/HASS tests conducted in Qualmark's lab facilities and worldwide installations of over 900 systems in 30 countries in such diverse industries such as Aerospace, Consumer Electronics, Enterprise Systems, Medical, Sustainable Energy and Telecommunications.
Additional Information about the Proposed Merger Transaction
In connection with the proposed merger transaction between Qualmark and ESPEC, shareholders of Qualmark will receive a proxy statement in the next few days describing the terms and conditions of the merger. QUALMARK SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND APPENDICES THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUALMARK AND THE PROPOSED TRANSACTION. Shareholders may obtain these documents free of charge by completing the request form on Qualmark's website: http://www.qualmark.com/company/shareholderrequest.
Anthony Garcia, CPA, CGMA
VP of Finance
10390 E. 48th Ave.
Denver, CO 80238 USA
SOURCE Qualmark Corporation