SUBSEQUENT EVENTS

Acquisition of Bluenica Corporation

On October 5, 2015 we purchased all of the outstanding stock of Bluenica Corporation, a company focused on temperature monitoring of perishable goods in the food industry by using wireless sensors which are installed in grocery and convenience stores, restaurants, and in products during shipment and storage to ensure that quality, freshness and public health requirements are met. We believe that this is a complementary acquisition for us and will provide a source of recurring subscription revenue from cloud services in addition to product revenue from sensors and gateways.

The terms of the acquisition include an upfront cash payment together with earn-out payments. Cash of $2.9 million was paid at time of closing. The earn-out payments are scheduled to be paid in installments over a four-year period based on revenue achievement of the acquired business. The cumulative amount of these earn-out payments will not exceed $11.6 million. An additional payment, not to exceed $3.5 million, may also be due depending on revenue performance. We have determined that the earn-out will be considered as part of the purchase price consideration as there are no continuing employment requirements associated with the earn-out. A preliminary purchase price allocation and estimated acquisition costs are not available due to the timing of the acquisition.

Disposition of Etherios, Inc.

On October 23, 2015, we sold all the outstanding stock of our wholly owned subsidiary, Etherios, Inc. to West Monroe Partners, LLC. We sold our CRM business as part of a strategy to improve our focus on providing highly reliable machine connectivity solutions for business-critical and mission-critical application environments. Beginning in fiscal 2016, we will report Etherios as discontinued operations within our single operating segment.

We sold the Etherios business for $9.0 million, subject to certain purchase price adjustments. Of the total purchase price, $4.0 million, less employee related liabilities of approximately $1.1 million, was paid at closing. Below is a summary of the proceeds (in thousands):



Cash due at closing	$	4,000
Less: Employee related liabilities	(1,134		)
Net cash proceeds at closing	2,866
Deferred payment due October 23, 2016	3,000
Deferred payment due October 23, 2017	2,000
Total proceeds	$	7,866

Restructuring

On November 19, 2015, we approved a restructuring plan impacting our corporate staff. The plan most principally will close our Dortmund office and relocate certain employees to our Munich office. We expect to incur charges in the range of $0.4 million to $0.6 million in connection with these restructuring activities. The charges relate to severance payments to impacted employees. We expect to complete all payments associated with the charges by the end of fiscal 2016.