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Subsequent Event
6 Months Ended
Jun. 30, 2012
Subsequent Events [Abstract]  
Subsequent Event
Subsequent Event
On July 23, 2012, Chart Inc., a subsidiary of Chart (“Merger Parent”), and Merger Parent's wholly owned subsidiary, Bison Corp. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AirSep Corporation (“AirSep”), a privately held company based in Amherst, New York. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into AirSep, with AirSep surviving the merger as a wholly owned subsidiary of Merger Parent (the “Acquisition”). AirSep is a manufacturer of pressure swing adsorption and vacuum pressure swing adsorption oxygen concentrators and generators for medical and industrial applications.
The Acquisition purchase price is expected to be approximately $170,000 in cash, and Chart will assume up to $10,000 of AirSep's outstanding debt at closing. The transaction also includes an additional $10,000 in potential senior management retention payments, payable over three years, to ensure business continuity. For a period of 36 months following the closing, $6,000 of the purchase price will be held in escrow, and such amount may be used to cover certain indemnification claims that Merger Parent may make under the Merger Agreement. Chart has available liquidity and financing commitments sufficient to fund the Acquisition.
The completion of the Acquisition is subject to the satisfaction of certain closing conditions (which may be waived by Chart), including, among other things, that holders of at least 90% of AirSep’s voting power vote to authorize the Merger Agreement; the receipt of certain required consents; the achievement of target net working capital levels; and the consummation of the sale of AirSep’s subsidiary prior to the closing of the Acquisition. In addition, the completion of the Acquisition is subject to the absence of certain legal impediments, including the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976. The Acquisition is expected to be completed in the third quarter of 2012.
For further details regarding the Acquisition, see the Company's Current Report on Form 8-K, dated July 23, 2012.