×

Digital Power Corporation Completes Purchase of Control of Microphase Corporation

FREMONT, Calif., June 05, 2017 (GLOBE NEWSWIRE) -- Digital Power Corporation (NYSE MKT:DPW) ("Digital Power" or the "Company"), a growth company seeking to increase revenues through acquisitions and organic growth, today announced that it has completed the acquisition of control of Microphase Corporation (”MPC”), headquartered in Shelton, Connecticut. MPC is the 62-year old global designer, developer, original equipment manufacturer (OEM) and industry leader of electronic components, devices and subsystems for the Defense, Aerospace and Telecommunication sectors. The Company believes MPC is prominent in delivering world-class radio frequency (RF) and microwave devices and components and innovative testing devices. The transaction was originally announced on May 3, 2017 and is governed by the Share Exchange Agreement executed as of April 28, 2017.

Commenting on the transaction, President and CEO Amos Kohn stated: “The completion of the Microphase transaction is a major milestone for the Company with our projected gross revenues for this fiscal year set to double on a consolidated basis. The purchase of control of MPC marks our first step and success in executing our acquisition growth strategy for 2017. We are very pleased the Company will have many benefits from acquiring MPC including an expansion of our customer base, having access to innovative technology, access to available manufacturing capacity, capabilities and knowledge while working with the MPC team to maximize synergistic opportunities that the Company will derive. MPC provides best in class technology and product solutions for mission critical applications for radar and missile guidance systems and revolutionary microwave products including Detector Log Video Amplifiers (DLVAs), Successive Detector Log Video Amplifiers (SDLVAs) and other products used primarily in direction finding, channelised receivers, and phase array radar operates from very low frequency (DC) to extremely high frequency (EHF). This acquisition is strategic in growing the Company as a leading provider to the Defense, Aerospace and Electronics markets.”

“Microphase Corporation hallmarks the start of the Company’s execution of its adopted core acquisition strategy. Microphase is not only an important first step in our growth strategy, it provides added value to our shareholders and to our operations, and will be strategic as we pursue aggressively our future acquisitions,” stated Milton “Todd” Ault, III, the Company’s Executive Chairman. Ault added, “The Company is focused now on growth through synergetic acquisitions and the investment in the organic growth while it transitions to a holding company business model. Adding Microphase is a part of our strategic plan to create a group of highly synergistic innovative technology companies.” The Company stated that Mr. Kohn will assume the positions of President, CEO and Chairman of Microphase Corporation in addition to his role as President & CEO of Digital Power Corporation.

The details of the transaction include the Company acquiring 1,603,434 shares of MPC Common Stock, representing 58% of MPC’s issued and outstanding shares, or 50.2% on a fully diluted basis, from certain shareholders of MPC in exchange for (i) an equivalent of 2,600,000 shares consisting of the Company’s Common Stock and Series D Convertible Preferred Stock, assuming full conversion thereof, (ii) the issuance of warrants to purchase an aggregate of 1,000,000 shares of DPW Common Stock, and (iii) issuance of a 12% Promissory Note to MPC in the aggregate principal amount of $220,000. In connection with the transaction, the Company also agreed to issue 10,000 shares of its Series E Convertible Preferred Stock which may be convertible into its Common Stock to guarantee the payment of an 8% Promissory Note issued by MPC to certain creditors, all which are subject to certain rights, conditions and restrictions as detailed in Current Report on Form 8-K filed by the Company with the SEC on May 3, 2017. The conversion of the Series D and Series E Convertible Preferred Stock and exercise of Warrants is subject to shareholder approval.

About Digital Power

Headquartered in Fremont, CA, Digital Power Corporation designs, manufactures and sells high-grade customized and off-the-shelf power system solutions. Our products are used in the most demanding communications, industrial, medical and military applications where customers demand high density, high efficiency and ruggedized power solutions. The Company’s wholly owned subsidiary, Digital Power Limited which does business as Gresham Power Electronics, is based in Salisbury, UK. Digital Power's headquarters is located at 48430 Lakeview Blvd., Fremont, California, 94538; 1-877-634-0982. Website: www.digipwr.com.

For Investor Relations inquiries: IR@digipwr.com or 1-888-753-2235.

Forward Looking Statements

The foregoing release contains “forward looking statements” regarding future events or results within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning the Company’s current expectations regarding revenues from contracts and operations on a consolidated basis, that the acquisition will add value to the Company, and that the Company’s shareholders will approve the conversion of the Series D and E convertible preferred stock and warrants. The Company cautions readers that such “forward looking statements” are, in fact, predictions that are subject to risks and uncertainties and that actual events or results may differ materially from those anticipated events or results expressed or implied by such forward-looking statements. The Company disclaims any current intention to update its “forward looking statements,” and the estimates and assumptions within them, at any time or for any reason. More information about potential risk factors that could affect the Company’s business and financial results are included in the Company’s most recent filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available on the Company’s website at www.digipwr.com.

Source:Digital Power Corporation