OMNIQ Corp. (NasdaqCM : OMQS) agreed to acquire Tadiran Telecom (TTL) L.P. from Afcon Holdings Ltd (TASE:AFHL) for $15.3 million on July 10, 2023. omniQ will pay a total consideration of $15.25 million of which $12.5 million will be paid in cash which is expected to be financed with traditional debt.

In addition, $2.75 million of the consideration will be paid in the form of restricted non-discounted common stock. A potential performance based earnout clause of up to $0.75 million if earned would be paid by issuing restricted non-discounted omniQ common stock. It is expected that, as part of the consideration, OmniQ will arrange a loan to TT in the approximate amount of $6.1 million that will repay all debts of TT to the Sellers.

This $6.1 million debt repayment is part of the $12,500,00 cash portion of the Purchase Price. Tadiran had revenue of $26 million in FY 2022 and $1.7 million in operating profit. The closing of the Agreement is subject to certain closing conditions including but not limited to obtaining approval from the Israeli Competition (Antitrust) Commission, all necessary union approvals, certain third-party consents, and the compliance with certain cash and working capital requirements.