SYDNEY, AUSTRALIA: Pivotal Systems Corporation (ASX: PVS), a leading provider of innovative gas flow control (GFC) solutions to the semiconductor industry, has entered into a definitive agreement to be acquired by OmegaX Inc, a California corporation. Pivotal will be de-listed from the ASX.

The transaction values Pivotal Systems at approximately US$18 million. The transaction is the result of the strategic process announced in February 2023 led by a third-party investment bank, Needham & Company, and appointed with unanimous consent of the board of directors at that time.

The acquiror, OmegaX, is not affiliated with any current shareholder, director, officer, employee, customer or vendor of Pivotal Systems.

Under the Transaction, after the repayment of external debt, redemption of the Company’s RBI Preferred Stock and payment of transaction expenses and bonuses, Pivotal shareholders and CDI holders will receive A$0.0001 per share/CDI in cash.

In connection with the Transaction, the holder of RBI Preferred Stock has agreed to forego approximately US$4.3 million to which it otherwise would have been entitled in connection with its redemption of RBI Preferred Stock and the repayment of its indebtedness.

Pivotal’s Board of Directors has approved the Transaction which it considers to be in the best interests of its securityholders given the Company’s financial position and constraints on funding as it provides common and preferred stockholders and CDI holders with certainty of value and an exit in cash.