PORTLAND, Ore., Oct. 18, 2016 /PRNewswire/ -- TigerLogic Corporation (the "Company") (OTC: TIGR) today announced the sale of its Omnis business to OLS Holdings Limited ("OLS Holdings"), a company newly formed by a consortium of long-time Omnis distributors and customers for the purpose of acquiring Omnis. The sale was approved by the Company's Board of Directors and a majority of its stockholders.
The parties entered into a Share and Asset Purchase Agreement (the "Purchase Agreement") pursuant to which OLS Holdings acquired 100% of the shares of the Company's European subsidiaries involved in operation of the Omnis business, along with US-owned assets associated with the Omnis business, including all intellectual property. The sale included post-closing obligations under vendor, customer and other commercial contracts related to the Omnis business. OLS Holdings has said it will continue to administer the US Omnis business from the UK until establishing its US presence, which it expects to do in the near future.
The base cash purchase price for the Omnis business was $2,000,000, subject to adjustment based on net working capital of the Omnis business on the closing date. After an estimated net working capital adjustment the Company received $1,250,000 of the cash purchase price at closing, $225,000 was placed in escrow to secure any further downward adjustment to the purchase price based on the final determination of net working capital, and an additional $300,000 was placed in a separate escrow to secure the Company's indemnification obligations under the Purchase Agreement through the expiration of the indemnity claims period on March 31, 2017.
The Company also announced today that its Board of Directors and Stockholders have approved the filing of a Certificate of Dissolution. The Certificate of Dissolution will be filed with the Secretary of State for the State of Delaware on October 31, 2016 (the "Final Record Date"). As of 2:00 pm Pacific Time on the Final Record Date, the Company's shares will cease to be traded, the Company's stock transfer books will be closed and transfers of the shares of the Company's common stock will no longer be recorded.
Under Delaware law, the dissolved corporation is continued for three (3) years (unless extended by direction of the Court of Chancery) to enable the Company's directors to wind up the affairs of the corporation, including the discharge of the Company's liabilities, and to distribute to the stockholders any remaining assets. Although no assurances can be made as to if or when any such distribution will be made, or the amount of any such distribution, it is currently expected that an initial distribution will be made before December 31, 2016. Additional distributions may occur thereafter, subject to, among other factors, receipt by the Company of amounts held in escrow under the Purchase Agreement.
"Now that the sale of the Omnis business is complete, we are focused on completing the wind up of the Company's remaining affairs in a timely and cost effective manner," said Roger Rowe, TigerLogic's acting Chief Executive Officer and Chief Financial Officer.
About TigerLogic Corporation
For more information about TigerLogic, visit http://www.tigerlogc.com.
The Omnis product family combines the best of business-oriented data management technology with object-oriented rapid application development tools. It allows programmers and application developers to create enterprise, web and mobile applications for Windows, Linux, and OS X personal computers and servers across all business sectors. The Omnis team is headquartered in the United Kingdom and has offices in Germany, France, and the United States in addition to distributors in Italy and Australia.
All statements other than statements of historical fact contained in this press release constitute "forward-looking statements" within the meaning of the U.S. federal securities laws and are based on the expectations, estimates and projections of management as of the date of this press release. Forward-looking statements including statements about TigerLogic's plans for the winding up of the Company's business affairs and possible distributions of assets to stockholders. Any forward-looking statements are subject to risks and uncertainties, and actual results could differ materially due to several factors, including but not limited to the settlement and release of the working capital and indemnity escrows, the costs to wind up the affairs of the Company, and other risks and uncertainties. All forward-looking statements are made as of the date hereof and TigerLogic disclaims any responsibility to update or revise any forward-looking statement provided in this news release.
PO Box 1868
Lake Oswego, OR 97035
Attn: Roger Rowe, 503-765-8046
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SOURCE TigerLogic Corporation