PCS Edventures, a supplier of hands-on K-12 curricula specializing in learning labs, has acquired children’s book and audio book publisher Trudy Corp.
The two companies announced Feb. 4 that they have entered into a letter of intent calling for PCS to acquire substantially all of the assets and assume certain liabilities of Trudy Corp., which does business as Soundprints, Studio Mouse and Music for Little People.com. Colebrook Capital advised PCS on the transaction.
According to a release, consideration for the asset purchase transaction will be up to $2 million in PCS Common Stock. The common stock is valued at the average per share price during the 10 business day period immediately prior to the closing, with a minimum valuation of $0.90 per share. The PCS Common Stock will be registered with the SEC and distributed to Trudy shareholders, subject to a holdback of shares by PCS, after the closing.
PCS will assumed Trudy’s liabilities including accounts payable, licensing obligations, and certain shareholder loans of approximately $1.9 million at closing. What’s more, PCS will secure new financing to pay off Trudy’s current bank credit line up to $850,000. The assumed shareholder loans are to be paid off in full over two years, principally through an escrow arrangement using PCS Common Stock.
Ashley Andersen Zantop, CEO/president of Trudy, and all other key Trudy employees will be retained as employees by PCS. William W. Burnham, chairman of Trudy, will join the board of directors of PCS.
Founded in 1947 as a stuffed toy manufacturer, Trudy Corp. operates under licenses with the Smithsonian Institution, American Veterinary Medical Association and the African Wildlife Foundation. It also holds “edutainment” novelty book and audiobook licenses with Disney Licensed Publishing, Sesame Workshop and an early childhood science license with WGBH Boston, called Peep and the Big Wide World.