Seattle-based device management company Bsquare Corp. (Nasdaq: BSQR) is getting more time to close its sale to Kontron, an internet-of-things company based in Germany.
Bsquare and Kontron announced last week that Kontron extended its tender offer to acquire all outstanding Bsquare shares from Nov. 21 to Dec. 6. Kontron is paying $1.90 per share, or about $38 million total in cash.
The two companies first announced the deal in October and said at the time they expected it to close later this year.
"Bsquare's business will combine naturally with Kontron's IoT hardware products and services to create a more complete solution for our customers," Bsquare CEO Ralph Derrickson said in a news release announcing the deal. "The acquisition provides liquidity for Bsquare shareholders while providing scale and efficiency for the business."
According to Bsquare and Kontron, 64.76% of Bsquare's outstanding shares have been entered into the acquisition agreement as of Nov. 21, while an additional 0.61% were entered into the agreement pursuant to guaranteed delivery procedures.
The deal requires over 66.67% of the sum of Bsquare shares plus the "total number of shares that Bsquare is required to issue upon conversion, settlement, exchange or exercise of its convertible securities" to be tendered by the offer expiration, according to a release.
"The offer is being extended in order to allow additional time for shareholders of Bsquare to tender their shares and for shares tendered by notice of guaranteed delivery to be received to meet this minimum tender condition," the companies said in a release.
Bsquare was founded in 1994 and went public five years later. It manages internet-connected devices like point-of-sale machines, self-serve kiosks and digital signs. The company also allows clients to run diagnostics, make upgrades and remotely shut down devices. Kontron's acquisition price for Bsquare is a 62% premium on Bsquare's 52-week volume-weighted average for its closing stock price as of Oct. 10.
Bsquare will no longer trade on the Nasdaq after the deal closes.
Bsquare said in December it was laying off about 20% of its employees. The company, which had 44 employees entering this year, expected the layoffs to finish in the first quarter of 2023. Bsquare generated $6.5 million in revenue during the second quarter of 2023, down from $10.4 million during the same period last year.
Kontron offers hardware and software to help clients manage internet-connected devices. The company serves industries like communications, defense and health care. Kontron has about 4,500 employees and subsidiaries in over 20 countries, according to the company.
