SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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|Item 1.01||Entry into a Material Definitive Agreement.|
On November 8, 2021, C.I. Energia Solar S.A.S. (“Energia Solar”), an indirect wholly-owned subsidiary of Tecnoglass Inc. (the “Company”), entered into a purchase agreement (“Agreement”) with Ventanas Solar S.A. (“VS”), a Panama domiciled company that acts as an importer and distributor of the Company’s products in the Republic of Panama. VS is affiliated with family members of Jose M. Daes, the Company’s Chief Executive Officer, and Christian T. Daes, the Company’s Chief Operating Officer. Pursuant to the Agreement, the Company through Energia Solar acquired 95% of the shares of VS for approximately $4.0 million, which will be paid for through the capitalization of certain accounts receivables of Energia Solar from previous sales to VS. The transaction is part of the Company’s continued strategy to vertically integrate its operations and is expected to be consummated in December 2021.
After eliminating intercompany sales, VS had unaudited revenues and operating income of approximately $2.0 and $0.2 million, respectively, through the nine months ended September 30, 2021. The non-cash transaction was supported by a valuation conducted by an independent investment bank.
The owners of VS have agreed to indemnify and hold the Company harmless for any inaccuracies or breaches of the representations and warranties of, or for the non-fulfillment or breach of any covenant or agreement of, the for owners or VS contained in the Agreement.
The foregoing summary of the Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the text of the actual agreement.
|Item 9.01.||Financial Statements and Exhibits.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 8, 2021
|By:||/s/ Jose M. Daes|
|Name:||Jose M. Daes|
|Title:||Chief Executive Officer|