お知らせ • Jun 04
Data Storage Corporation (OTCPK:DTST) completed the acquisition of Flagship Solutions LLC from Mark Wyllie, Edwin Janeczek, Douglas Paton, Edgard Lopez and Thomas Mitchell.
Data Storage Corporation (OTCPK:DTST) entered into that certain Agreement and Plan of Merger to acquire Flagship Solutions LLC from Mark Wyllie, Edwin Janeczek, Douglas Paton, Edgard Lopez and Thomas Mitchell for $10.5 million on February 4, 2021. Pursuant to the Merger, all of the Equity Interests that are issued and outstanding immediately prior to the effectiveness of the filing of the Articles of Merger by Flagship and Merger Sub with the Secretary of State of the State of Florida, will be converted into the right to receive an aggregate amount equal to up to $10.5 million, consisting of $5.55 million, payable in cash, subject to reduction by the amount of any excluded liabilities assumed by Data Storage Corporation at closing and subject to adjustment in connection with a net working capital adjustment, and up to $4.95 million, payable in shares of Data Storage Corporation common stock, subject to reduction by the amount by which the valuation of Flagship, as calculated based on Flagship’s unaudited pro forma 2018 financial statements and audited 2019 and 2020 financial statements, is less than $10.5 million. The consideration will be funded by underwritten public offering of which $5.5 million will be used for cash. As of May 18, 2021, underwritten public offering closed which is of 1,600,000 units at a price to the public of $6.75 per unit. In the event that the Flagship Valuation, as calculated based on the 2020 Audit, is less than $10.5 million, then, within fifteen days after completion of the audit of Flagship’s financial statements for its 2019, 2020 and 2021 fiscal years, the company has agreed to pay the equityholders the amount by which the Flagship Valuation, as calculated based on the 2021 Audit, exceeds the sum of $5.55 million and the shares merger consideration paid by Data Storage Corporation to the equityholders at closing. In addition, the cash merger consideration paid by the company to the Equityholders at closing shall be adjusted, on a dollar-for-dollar basis, by the amount by which Flagship’s estimated net working capital at closing is more or is less than the target working capital amount specified in the Merger Agreement. Flagship Solutions will become the company’s wholly-owned subsidiary after closing. In the event of a Flagship Termination, the company will be required to pay Flagship and the Equityholders an amount equal to two times their reasonable, documented, out-of-pocket attorneys’ and accountants’ transaction expenses incurred prior to such Flagship Termination in connection with the Merger, up to a maximum aggregate amount of $0.1 million.
Flagship Solutions had unadjusted EBITDA of $1 million for the year ended December 31, 2020. Concurrently with the closing, Flagship and Mark Wyllie, Flagship’s Chief Executive Officer, will enter into an Employment Agreement, which will become effective upon consummation of the closing, pursuant to which Wyllie will continue to serve as Chief Executive Officer of Flagship following the closing. In addition, Wyllie will be appointed to serve as a member of the Board during the term of his employment thereunder. The transaction is subject to conditions including obtaining of financing, consummation of financial audit, and execution of employment, non competition and non solicitation agreements. The board of directors of Data Storage Corporation and the respective managers and members of Flagship Solutions have each approved the Merger. By virtue of Flagship Solutions shareholders' execution and delivery of this Agreement, the equityholders shall each be conclusively deemed to have approved and adopted this Agreement, the Merger, and the other transactions by the required vote of equityholders of the company. The closing of the merger is expected to take place on or before May 31, 2021. Evan J. Costaldo of Costaldo Law Group, P.C. acted as legal advisor to Data Storage Corporation.
Data Storage Corporation (OTCPK:DTST) completed the acquisition of Flagship Solutions LLC from Mark Wyllie, Edwin Janeczek, Douglas Paton, Edgard Lopez and Thomas Mitchell on June 3, 2021.