Onsite Energy Corporation (OTC PIN: ONSE) (“Onsite”) announced today that on July 2, 2019, Willdan Group, Inc. (NASDAQ: WLDN), through its subsidiary, Willdan Energy Services, Inc. (“Willdan”), acquired substantially all of the assets of Onsite and assumed certain liabilities of the Onsite (“Sale of the Business”) pursuant to the terms of that certain Asset Purchase Agreement dated June 18, 2019 by and between Willdan and Onsite, as amended (the “Purchase Agreement”).
The transactions relating to Sale of the Business to Willdan and other transactions contemplated by the Purchase Agreement (the “Transactions”) were approved by Onsite’s Board of Directors on June 13, 2019, and by the shareholders of Onsite representing a majority of the voting and outstanding shares of capital stock of Onsite who were entitled to vote on such matter. Such shareholder action was taken by action by written consent on June 14, 2019.
As consideration for the Transactions, Willdan agreed to pay Onsite a total purchase price of $26,400,000 in cash (the “Purchase Price”), subject to upward and downward adjustments based on the tangible net asset value of Onsite on the closing date. At the closing, Willdan delivered to Onsite a cash payment equal to the Purchase Price, minus hold back amounts of $1,460,000 to satisfy any post closing adjustments and unresolved contractual claims by a certain third party (“Holdback Amounts”) and minus $201,380 for the premium to obtain an insurance policy providing insurance coverage to Willdan in the event of breach or inaccuracy of the representations and warranties of Onsite under the Purchase Agreement (“Closing Cash”). The Closing Cash was immediately used by Onsite to pay certain obligations of Onsite in the total amount of $6,281,381, which consisted of advisory fees in the amount of $1,786,418, and outstanding bank obligations in the amount of $4,494,963. In addition, Onsite estimates that it will have to pay an additional amount of approximately $5,000,000 to $6,000,000 in income tax and administrative expenses relating to the Transactions.
As a result of the closing of the Transactions, the active business operations of Onsite effectively ceased as of July 2, 2019, except to effectuate the transaction and wind up the operations of Onsite. Onsite intends to dissolve and wind up its business in a timely manner.
Onsite Energy Corporation
Paul E. Blevins, Chief Financial Officer