FRANKLIN PARK, IL — Two top executives of M-Wave Inc. have signed a deal to purchase the electronics-related business of the company. The executives, Joe Turek and Robert Duke, through an entity called M-Wave International, will purchase M-Wave for roughly $900,000 in stock.
The sale is subject to approval by the company's stockholders and completion of other ongoing transactions.
Under the deal, M-Wave will be given 300,000 shares of its common stock that are currently owned by Chairman and Chief Operating Officer Turek. The company also said it would get additional shares at $3 each if the net working capital of the sold business exceeds $770,000 when the deal closes.
Turek is chairman and chief operating officer and Duke is president of the company's Electro-Mechanical Group. Combined, they own approximately 19% of the company's outstanding common stock.
M-Wave is a supplier of brokered printed circuit boards. For the year ended Dec. 31, the company posted a net loss of $3.2 million on sales of $9.76 million.
The deal does not include any working capital and reserves (other than certain customer deposits), nor shares of Ocean Merger Sub Inc., a division that is under agreement to be sold to SunFuels Inc. Turek and Duke will assume substantially all of M-Wave's liabilities other than costs, expenses and agreements related to the asset sale.
The M-Wave sale is pending shareholder approval, completion of the SunFuels merger and the satisfaction of customary conditions. It is anticipated that the asset sale will occur concurrently with the closing of the SunFuels merger, the company said.