11. Subsequent Event

 

On January 30, 2015, Control4 Corporation (“Control4”), through its wholly owned subsidiary, Control4 Australia Holdings Pty., Ltd (“Control4 Australia”), completed the acquisition of Nexus Technologies Pty., Ltd. (“Nexus”), an Australia-based provider of audio/video distribution products (under the brand of “Leaf”), pursuant to a Share Sale Agreement dated January 30, 2015, by and among Control4 Australia and all of the shareholders of Nexus. Control4 had previously sold select Leaf products to its North American dealer network. Through this acquisition, Control4 is now in a better position to offer the complete array of Leaf products to Control4 distribution partners throughout the world, gain market share in the growing A/V category, and leverage Leaf’s valuable engineering expertise to develop new and innovative A/V entertainment solutions.

 

Pursuant to the terms of the Share Sale Agreement, Control4 Australia purchased all of the issued and outstanding shares of Nexus from its shareholders and Nexus became a wholly owned subsidiary of Control4 Australia. The total consideration transferred was $9.0 million in cash, subject to final adjustment for certain working capital calculations. In addition, the Company paid a commission of $0.5 million to an agent. The Company determined the Nexus acquisition to be an immaterial transaction under Rule 3-05 of Regulation S-X.

 

The Company is in the process of determining the fair values of the net assets acquired and will include Nexus’ results of operations in its financial statements with effect from the purchase date. Due to the timing of the acquisition, it is not currently practicable to include any preliminary disclosures of estimated fair values or pro forma information.