Radiant Systems, a provider of site management technology for retail and hospitality businesses, has approved the company’s previously announced plan to split-off its enterprise software business.
In connection with the board of directors authorization and approval of the transaction based on the recommendation of a special committee comprised of the company’s independent directors, Radiant has entered into a definitive agreement with Erez Goren, its current co-chairman and co-chief executive officer.
The agreement provides that Radiant will contribute specified assets and liabilities of the enterprise software business, together with $4 million in cash, to a newly formed subsidiary, and then transfer all of the shares of this new company to Goren in exchange for the redemption of two million shares of common stock of the company he holds.
The shares to be redeemed represent approximately seven percent of the Atlanta-based company’s outstanding shares.
The terms of the transaction initially approved by Radiant in August provided for the contribution of between $6 million to $8 million to the new company based on the variability in its stock price. The cash to be contributed to the new company was reduced through the negotiation of final terms of the agreement, along with the elimination of the variable cash components.
The closing of the transaction is subject to the approval of the disinterested shareholders of Radiant and certain other customary conditions. The transaction is expected to close by the end of the year.
Upon closing of the transaction, Goren will resign from all positions with Radaint.
Radiant Systems: www.radiantsystems.com
