Willdan Energy Services, Inc. signed a letter of intent to acquire Substantially all of the Assets of Onsite Energy Corp. (OTCPK:ONSE) for on June 18, 2019. The acquisition is subject to certain closing conditions and contract novations and is expected to close in June 2019. Willdan expects the acquisition to be accretive to earnings in 2019. Willdan Energy Services, Inc. completed the acquisition of Substantially all of the Assets of Onsite Energy Corp. (OTCPK:ONSE) for $26.4 million on July 2, 2019. The consideration is subject to certain holdback and working capital adjustments. At the closing, Willdan delivered to Onsite a cash payment equal to the Purchase Price, minus hold back amounts of $1.46 million to satisfy any post closing adjustments and unresolved contractual claims by a certain third party and minus $0.2 million for the premium to obtain an insurance policy providing insurance coverage to Willdan in the event of breach or inaccuracy of the representations and warranties of Onsite under the Purchase Agreement (“Closing Cash”). The Closing Cash was immediately used by Onsite to pay certain obligations of Onsite in the total amount of $6.28 million which consisted of advisory fees in the amount of $1.79 million and outstanding bank obligations in the amount of $4.5 million. In addition, Onsite estimates that it will have to pay an additional amount of approximately $5 million to $6 million in income tax and administrative expenses relating to the transactions. In connection with the closing of the transaction, two executives of Onsite Energy agreed to purchase shares of Willdan common stock, on or before September 14, 2019 at a price equal to the volume-weighted average of closing price for the ten trading days prior to, but not including, June 19, 2019 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (Securities Act), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act and Rule 506 under Regulation D. The executives have agreed not to transfer such shares for three years.