Special Diversified Opportunities Inc. (SDOIA)

[Enterprising Investor]

Interboro Holdings, Inc Acquisition (11/23/16)

On November 23, 2016, Special Diversified Opportunities Inc. (the “Company”) and Interboro LLC (“Seller”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the Company’s wholly owned subsidiary, Pillar General Inc. (“Buyer”), will acquire all of the outstanding capital stock of Interboro Holdings, Inc. (“Holdings”) for a purchase price payable in cash of $2,500,000, subject to adjustment as provided in the Stock Purchase Agreement. Under the name Maidstone Insurance Company, Holdings offers personal automobile insurance, primarily in the State of New York.

Each of the Company and Seller made customary representations, warranties and covenants in the Stock Purchase Agreement. Customary covenants govern the time between the date of the Agreement and the closing regarding conduct of the business of Holdings, access to information pertaining to the business of Holdings, the obtaining of applicable insurance regulatory approvals and notification of certain events. Seller has also agreed to a non-competition and non-solicitation of employees covenant for a period of three years following the closing of the transaction, subject to certain limitations. Consummation of the transactions contemplated by the Stock Purchase Agreement (the “Transaction”) is expected to occur in the first or second quarter of 2017, subject to receipt of regulatory approvals. The Agreement provides for customary termination and indemnification rights for the Company and Seller.

https://www.sec.gov/Archives/edgar/data/911649/000157104916020184/t1600771_8k.htm