United American Healthcare (UAHC) has acquired California-based privately held Pulse Systems, which provides contract manufacturing services to the medical device industry.
In the transaction, UAHC had purchased all of the common units of Pulse Systems for $3.4m in cash and the issuance of a $1.75m promissory note due January 2, 2011.
UAHC expects to also issue 1,608,040 shares of its common stock to the former Pulse Systems common unit holders, subject to shareholders approval by December 31, 2010.
UAHC said that it has invested $750,000 in Pulse Systems to pay down Pulse Systems’ bank debt and, over the next 24 months, and also expects to invest another $3.99m (including an initial payment made of $1.75m) in Pulse Systems to redeem all of the Pulse Systems’ preferred units.
If the UAHC shareholders do not approve the share issuance contemplated by the transaction, then rather than issue of UAHC common stock, it will return to the sellers Pulse Systems’ common units constituting 26% of the common equity of Pulse Systems.
As part of the transaction, key members of Pulse Systems’ senior management team will remain with the company to guide future operations.
William Brooks, president and CEO of United American Healthcare, said: “After an extensive review of our strategic alternatives, we have embarked on an acquisition that meets each of our key investment criteria, including significant revenue contribution, positive EBITDA and long-term growth potential.
“While our pursuit of a strategic alternative was not limited to any specific industry, our purchase of Pulse Systems marks a new chapter in UAHC’s longstanding commitment to the healthcare industry one that we expect will provide new opportunities in the dynamic medical device sector.”
“This acquisition is a milestone in the history of UAHC. One of the most exciting aspects of this combination is the significant long-term growth potential of our combined company, as well as the new, deeper leadership team we will gain.”
Herbert Bellucci, CEO of the Pulse Systems operation, said: “Our focus on quality, service and leading-edge technology combined with the institutional knowledge of the UAHC management team will allow us to achieve our long-term growth objectives, both organically and through potential future acquisitions.”
Pulse Systems focuses on cardiovascular market with precision laser-cutting capabilities and the processing of thin-wall tubular metal components, sub-assemblies and implants.