Under the terms of the agreement, HP will pay $117.5 million in cash to NUR, of which $14.5 million will be held in an indemnity escrow account ($9.5 million for 18 months and $5 million for 24 months). NUR will retain approximately $5.5 million in cash and will use approximately $20.8 million of the proceeds to repay NUR’s loans to its lender banks. NUR has also retained several additional liabilities and is evaluating the tax consequences of the transaction.
Closing of the transaction is subject to certain regulatory approvals and other customary closing conditions. According to a press release, the transaction is intended to be completed as soon as all required approvals have been obtained.
NUR has approximately 72.7 million shares issued. In addition, NUR has 54.4 million outstanding warrants and options convertible into shares that if fully exercised will add approximately $24.5 million in cash to the company.