Top Source and Onkyo America Agree to Extend Closing Time for Sale
17 September 1999
Top Source and Onkyo America Agree to Extend Closing Time for Sale of Automotive Subsidiary's Assets
PALM BEACH GARDENS, Florida--Sept. 17, 1999--Onkyo and Top Source Contemplating OSA-II Technology Agreement Covering Japan
Top Source Technologies, Inc. (AMEX: TPS) (the "Company") announced today that it has granted Onkyo America, Inc. ("Onkyo America"), a one month extension to complete the purchase of substantially all of the assets of the Company's subsidiary, Top Source Automotive, Inc. ("TSA"). Onkyo America, based in Columbus, Indiana, manufactures speakers for the automotive industry and is controlled by Onkyo Corporation, a diversified electronics company based in Japan. In July 1999, Onkyo America paid the Company $500,000 for a 4.9% ownership position in TSA. Onkyo America has agreed to pay an additional $8,500,000 in cash, $1,000,000 of convertible preferred Onkyo America stock, and its 4.9% ownership position in TSA in return for receiving the assets of TSA at closing, which was initially scheduled to take place by today.
The Company believes that major closing issues have been resolved, giving both sides a high degree of confidence that the definitive agreement will be signed shortly and the transfer of TSA assets will be completed on or before October 18, 1999. Closing is subject to customary closing conditions, finalizing financing arrangements and approval by the boards of directors of the Company and Onkyo America of the final asset purchase agreement.
Will Willis, the Company's Chairman, President and CEO, stated: "The Onkyo executives have done everything possible to accelerate closing. Issues that prevented us from keeping the original timetable have been resolved. The one month extension does not interfere with us moving ahead aggressively with our OSA-II marketing efforts, which as recent announcements attest, have been particularly fruitful over the past several weeks."
Shionobu Shimojima, President and CEO of Onkyo America, stated: "A number of issues arose that delayed closing, but substantially all material business issues have been agreed upon. We will take all necessary steps to expedite closing. Working on this transaction has also allowed us to learn about the OSA-II technology, and we look forward to exploring opportunities together that might allow us to exploit the OSA-II technology in Japan."
Top Source Technologies, Inc. develops, assembles, and markets sophisticated technologies including the patented MotorCheck((TM)) On-Site Analyzer, "an oil analysis mini-lab in a box," and proprietary Overhead Sound Systems.
Forward-Looking Statements
The statements discussed in this press release relating (1) to the Company's expectation that, the Onkyo transaction will close on or before October 18, 1999 and, (2) that the Company will enter into an OSA-II agreement, with Onkyo covering the country of Japan are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by these forward-looking statements may not occur. Important factors that could cause actual results to differ materially from these forward-looking statements are: (1) unexpected legal, accounting and other issues that could delay the TSA closing, and (2) the inability of the Company and Onkyo to agree on the terms of a distribution, license or technology agreement covering portions of the potential OSA-II market in Japan. Investors should also consider information contained in documents filed by the Company with the Securities and Exchange Commission.