May 13, 2010 (FinancialWire) — Acorn Energy, Inc. (NASDAQ: ACFN), an energy technology holding company, said that it has completed the acquisition of GridSense Pty. Ltd., increasing its ownership to 100. The terms include cash and Acorn stock.

GridSense provides remote monitoring and control systems to electric utilities and industrial facilities worldwide.

The solutions include outage management, power quality monitoring, trouble shooting, capacity planning and demand response, and are meant to provide network operators with the intelligence to improve efficiencies of grid operations.  

Under terms of the transaction, Acorn acquired the outstanding GridSense shares not owned by the company in consideration for 206,995 shares of Acorn common stock. Under the purchase agreement these shares were valued at $5.91 per share, which was the volume weighted average price of Acorn common stock for the twenty days preceding October 12, 2009.  

In addition, Acorn acquired $1,128,339 principal amount of promissory notes of GridSense at a price equal to the principal amount and accrued interest.  Under the purchase agreement, 50% of the purchase price of the notes was paid in cash and 50% was paid in Acorn stock, valued at $5.91 per share, resulting in the issuance of 149,201 shares of Acorn common stock.  Acorn also provided GridSense around $594,000 at the closing to pay a shareholder loan.

Under the purchase agreement, Acorn also agreed to pay an earn-out to the shareholders of GridSense as part of consideration for their shares.  The earn-out is based on GridSense revenue for the 12-month period ending March 31, 2011 and is capped at $1,701,370.  The earn-out can be paid either in cash or Acorn shares or a combination of both.  

The shares of Acorn common stock which were issued in consideration for acquiring GridSense's shares, including any shares issued in payment of the earn-out, are subject to an escrow for possible indemnity claims and restrictive legend, with 50% of the shares released after six months and the balance one year after April 28, 2010.  The Acorn shares issued in consideration for acquiring the promissory notes are subject to restrictive legend, with 50% of the shares being tradable after six months and the balance being tradable after one year.

Delaware-based  Acorn Energy has equity interests in CoaLogix, Coreworx, DSIT, GridSense and US Sensor Systems, Inc.  

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