Accountabilities Inc., a provider of staffing and marketing services to CPA firms, announced that it has entered into an asset purchase and reorganization agreement with Tilden Associates Inc. and TFP Acquisition Co. LLC.Tilden’s chief line of business is the sale of automotive franchises, and the administration and support of auto repair centers. TFB Acquisition is a newly formed company controlled by Tilden’s chairman and president, Robert Baskind.
The purchase price for the Accountabilities assets will be 12.5 million shares of Tilden's common stock, with was trading at 6 cents last week, putting the worth of the assets at $18.7 million. Post-transaction, and a proposed 1-for-25 reverse stock split, those shares would represent approximately 96 percent of Tilden's outstanding shares. Accountabilities stock traded around 65 cents for much of last week.
The exception to the reorganization will be Accountabilities’ recently launched debit payroll card business, which has been left out of the deal.
When Accountabilities’s assets are acquired, the assets used by Tilden to conduct its existing automotive repair business will then be sold to TFB Acquisition. And, for those still following, the purchase price for Tilden’s assets will be based on the future earnings of the acquired Accountabilities business.
The closing of the asset sale transactions is subject to a number of conditions, including the need for shareholder approval.
The existing directors of Tilden, who own or control the vote of approximately 36.26 percent of Tilden's outstanding shares, have already voted in favor of the proposal. Once the deal is completed, the directors have agreed to resign from board and allow a new board to be appointed by Accountabilities.
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Updated Tuesday, Feb. 27, to correct the total value of the deal. An earlier version incorrectly stated the amount, having not accounted for the stock split. WebCPA regrets the error.
