RCM Technologies Enters Into Stock Purchase Agreement

6/7/20

PENNSAUKEN, N.J., (GLOBE NEWSWIRE) -- RCM Technologies, Inc. (NasdaqGM: RCMT), a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced engineering, specialty health care and information technology services, is pleased to announce that its Board of Directors has approved a stock purchase agreement pursuant to which the Company, and three members of its management team and Board, purchased 2,958,139 shares of the Company’s common stock in a private transaction from a large shareholder of the Company. The 1,858,139 shares acquired by the Company, which represented 14.1% of the Company's shares previously outstanding, are no longer outstanding. The remaining 1,100,000 shares were purchased by Bradley S. Vizi, the Company's Executive Chairman and President, who purchased 850,000 shares, Kevin D. Miller, the Company's Chief Financial Officer, who purchased 150,000 shares and Roger H. Ballou, a member of the Company's Board, who purchased 100,000 shares.

The transaction was reviewed and approved by the Board and its Audit Committee, with both Mr. Vizi and Mr. Ballou recused from such processes.

All shares were acquired for a purchase price per share of $1.20. Additional details on the transaction are as follows:

  • The consideration paid by the Company consisted of an unsecured, subordinated promissory note (the "Note") for $2,229,767. The Note accrues interest at an annual rate of 9.00%, payable quarterly in arrears commencing on September 1, 2020, and continuing on each December 1, March 1, June 1 and September 1 thereafter, and has a maturity date of August 10, 2023
  • The consideration paid by the other Purchasers consisted of an aggregate amount of $1,320,000, paid in cash


Mr. Vizi commented, “I am proud of the employees of RCM Technologies working tirelessly to maintain and build upon the significant progress we have made in the journey we undertook eighteen months ago. Their hard work, and significant flexibility provided by world-class financial partners as the Company navigates these unprecedented times, have been of great value to our Company. Not only is the deal significantly accretive to all shareholders, but sends an unequivocal message of our belief in RCM's future.”

Mr. Miller commented, “In a very difficult macro-environment, I'm excited that we were able to retire 14% of our shares at an attractive share price with no initial capital outlay by the Company. The structure of the deal allows us to capitalize opportunistically on the current share price while giving us the time we need to improve our balance sheet.”

About RCM

RCM Technologies, Inc. is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced information technology and engineering services.RCM is an innovative leader in the delivery of these solutions to commercial and government sectors. RCM is also aprovider of specialty healthcare services to major health care institutions and educational facilities. RCM's offices are located in major metropolitan centers throughout North America and Serbia. Additional information can be found at www.rcmt.com.

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