Monitor CPUC regulatory timeline for Tier 2 Advice Letter and CLEC change-of-control approvals, which are gating items for both closings. The First Closing outside date of March 31, 2027 creates a hard deadline that could trigger termination if approvals are delayed.
Price Chart
Executive Summary
IPM signed a definitive agreement to acquire AdTech's managed IT services business for up to $2.7 million in a two-stage closing. The deal is structured as a 49% initial purchase for $750K cash (subject to adjustments) followed by a 51% final purchase for $1.25M cash, a $600K seller note, and up to $100K earnout. Both closings are contingent on CPUC regulatory approvals, creating significant timing uncertainty.
Key Financial Metrics
Key Facts
- IPM to acquire AdTech's IT/telecom/managed services business for up to $2.7M total consideration
- First Closing: 49% of JVCo for $750K cash (subject to working capital adjustments), contingent on CPUC Tier 2 Advice Letter Approval
- Final Closing: remaining 51% for $1.25M cash (subject to adjustments), $600K seller note, up to $500K optional stock consideration, and up to $100K earnout
- Earnout based on 2027 gross revenue from existing customers vs 2026 baseline; max $100K
- No consideration paid at signing; $490K escrowed for indemnification, $50K for purchase price adjustment
- First Closing must occur by March 31, 2027; Final Closing within 12 months after First Closing (extendable)
- AdTech retains control of JVCo during Second Interim Period (between closings)
- Transaction expands IPM's managed services customer base and creates cross-selling opportunities
Financial Impact
Total consideration up to $2.7M: $750K initial cash + $1.25M remaining cash + $600K seller note + up to $100K earnout + up to $500K optional stock
Risk Factors
- CPUC regulatory approvals may be delayed or denied, preventing or delaying closings
- No termination fee protects IPM if deal fails to close
- AdTech retains operational control during Second Interim Period, creating integration risk
- Earnout is small ($100K max) and tied to existing customer revenue retention, not growth
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-111858 |
| Document: ea0307405-8k_intelligent.htm | 0001213900-26-111858 |
| Document: ea030740501ex99-1.htm | 0001213900-26-111858 |
| Document: 0001213900-26-111858-index-headers.html | 0001213900-26-111858 |
| Document: 0001213900-26-111858-index.html | 0001213900-26-111858 |
| Document: 0001213900-26-111858.txt | 0001213900-26-111858 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | 8-K | $1.75 | awaiting T+5 | — | $1.70 (−2.58%) |
Jun 22, 2026 18w ago | EFFECT | $1.70 $1.69 | ▲ +0.59% | ▼ −1.48% | $1.70 (−0.00%) |
Jun 12, 2026 19w ago | S-3 | $1.80 $1.70 | ▲ +5.56% | ▲ +4.17% | $1.70 (+5.56%) |
May 26, 2026 22w ago | Insider Cluster | $1.92 $2.05 | ▲ +6.77% | ▲ +5.56% | $1.70 (−11.46%) |
May 22, 2026 22w ago | Insider Cluster | $1.99 $2.00 | ▲ +0.50% | ▼ −1.16% | $1.70 (−14.57%) |
May 12, 2026 23w ago | 8-K | $1.95 $1.92 | ▼ −1.54% | ▼ −0.38% | $1.70 (−12.82%) |
Mar 23, 2026 31w ago | EFFECT | $1.68 $1.49 | ▼ −11.31% | ▼ −7.75% | $1.70 (+1.19%) |
Mar 17, 2026 31w ago | S-3 | $1.61 $1.58 | ▲ +1.86% | ▲ +1.15% | $1.70 (−5.59%) |
US Market Status
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