Crossflo Systems, Inc. Litigation
Under the terms of our Agreement and Plan of Merger (the "Merger Agreement") with Crossflo, and certain of its principal officers, an escrow account was established to hold back approximately 10% of the merger consideration payable to the shareholders of Crossflo (the "Escrow Merger Consideration"). We contend that certain representations and warranties made by Crossflo and certain of its principal officers in the Merger Agreement were false when made, and were false as of the closing of the merger. We submitted a demand to the escrow agent on August 31, 2009 not to release the Escrow Merger Consideration to the Crossflo shareholders and to instead return it to us. Enough Crossflo shareholders have opposed our demand that the escrow consideration has not been released to either side.
On August 31, 2009, we initiated an arbitration proceeding before the American Arbitration Association against the three Crossflo principal officers who were signatories to the Merger Agreement for having provided false representations and warranties in the Merger Agreement and for nondisclosure of information about Crossflo during the due diligence process leading up to the Merger. Those three principal officers have not responded to the arbitration claim as of the date of this filing which is deemed to be a denial of such claim.
Was this why we retracted our sales projections?
