Guardian Technologies acquires Wise Systems

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Guardian Technologies International Inc. has acquired radiology information system provider Wise Systems Ltd. under the terms of a stock purchase agreement. The Wise acquisition closed with the execution of the stock purchase agreement on July 27, 2004.

The acquisition will help Guardian augment its healthcare informatics offering of image compression technologies. Guardian said it expects to gain a number of important assets from the transaction, including Wises' RIS and soon-to-be-introduced PACS.

Since Wise Systems is based in the United Kingdom, Guardian said it has formed a company called UK Guardian Healthcare Systems, which is a wholly owned subsidiary that will own Wise and oversee all of its product development and sales. Wise's current staff will continue to work out of the Corsham, Wiltshire, U.K. offices.

In addition, UK Guardian Healthcare Systems will retain and continue to honor existing agreements and provide services and support for all of Wises' existing customers.

Guardian said it acquired all of Wise's stock from the company's two shareholders, Martin Richards and Susan Richards. Guardian Technologies has agreed to pay the two stockholders an aggregate of $1.9 million in cash and issued to them shares of Guardians' common stock in the amount of $500,000. Guardian also said $929,500 of the cash purchase price was paid at closing and the remaining $1 million of the cash purchase price was paid by means of the issuance of an interest bearing promissory note due 90 days after closing.