ASSET PURCHASE AGREEMENT dated April 19, 2007 FOR THE ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS OF Tibbetts Industries, Inc. by TI Acquisition CorporationAsset Purchase Agreement • April 23rd, 2007 • Intricon Corp • Electronic components & accessories • Pennsylvania
BACKGROUND: Tibbetts is in the business of designing, developing, manufacturing and selling magnetic telecoils and miniature electro-acoustic transducers (including receivers and microphones) for use in hearing aids, medical devices, and numerous communications applications and also engages in contractual electronics research, development and manufacturing (collectively, “Tibbetts Business” or the “Business”). The Principal Shareholders own more than a majority of the outstanding Common Stock of Tibbetts. At Closing, the parties desire that Seller sells and Buyer, a wholly owned subsidiary of IntriCon, buys substantially all of Seller’s business and assets (the “Sale”) on the terms and subject to the conditions set forth in this Asset Purchase Agreement (the “Agreement”). The Board of Directors of Tibbetts has determined that the Sale and the other transactions contemplated by this Agreement (collectively, the “Transactions”) are in the best interests of Tibbetts and its shareholders.
