Friday, 8 August 2008

Encompass Group Finalizes the Acquisition of Tritronics Inc.

NEW YORK--(BUSINESS WIRE)--Encompass Group Affiliates, Inc. (OTC Bulletin Board: ECGA), an integrated company serving the consumer electronics segment of the reverse logistics industry, announced today that it has completed the acquisition of privately held Tritronics Inc. An industry-leading original equipment manufacturer parts distributor for over thirty years, Tritronics has operations in Baltimore and Miami, and distributes consumer electronic replacement parts and accessories to thousands of independent service dealers and OEM authorized service centers throughout the United States and Mexico.

The Company acquired all of the outstanding equity interests in Tritronics in exchange for consideration consisting of $9 million in cash, a subordinated promissory note in the principal amount of $1 million and an equity interest in the Company in the form of approximately 2.8 billion restricted shares of the Company’s common stock.

The acquisition and related transaction costs were financed from the issuance of Series B subordinated notes from the Company’s existing lending sources and the sale of approximately $4.2 million of Series E redeemable non-convertible preferred stock to certain of the Company’s existing investors, principally to an affiliate of H.I.G. Capital, LLC.

Wayne I. Danson, Encompass Group’s president and chief executive officer explained the strategic impact of the acquisition. “With Tritronics joining the Encompass family of companies, our distribution power is dramatically enhanced. It immediately enables us to expand our distribution from a largely institutional base to include thousands of smaller independent service centers and authorized service centers operating throughout the United States.” said Danson. “Coupled with its sister company, Vance Baldwin, Tritronics will also expand our service and value-added offerings, and adds the proven management talent of Tritronics’ Kim Wagner, Randy Williams and Jim Scarff, each of whom will continue to manage and operate Tritronics’ business.”

Danson noted that, “The Tritronics acquisition follows Encompass Group’s recent designation as the sole primary North American digital parts distributor for Philips Electronics. These two events will result in an immediate growth in our distribution business of over 50%, less than one year after our acquisition of Vance Baldwin.” stated Danson. “We believe this is another major step forward in executing our strategy to be a vertically integrated full-service provider in the reverse logistics segment of the consumer electronics industry.”

Kim Wagner, President and CEO of Tritronics, agreed that the synergies resulting from the acquisition would create a powerful market advantage. “Our family continues to be committed to the independent consumer electronics repair industry. Now, by joining forces with a dynamic and growing organization such as Encompass Group, we’ll be better positioned to offer a broader range of value-added services to our customers” said Wagner. “We are very excited about this milestone in the company’s long history.”

For the fiscal year ended April 30, 2008, Tritronics recorded sales revenue of approximately $21.8 million (unaudited).

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