LONDON (Alliance News) – Global Invacom Group Ltd said Wednesday it will acquire the entire issued and paid-up share capital of Tactilis Sdn Bhd for USD200.0 million from Tactilis Pte Ltd.
Malaysia-based Tactilis SB manufactures and distributes a biometric card management system, which allows for identity authentication using fingerprints, face recognition, and iris recognition. It recorded revenue of USD31,925 in 2017 and pretax loss of USD2.4 million.
Global Invacom will initially subscribe for convertible notes equating to USD2.0 million, or a 2% stake in Tactilis SB. The notes will be paid for in cash.
Global Invacom will then issue 1.8 million shares at an issue price of 15 US cents per share, equating to USD196.0 million, to acquire the remaining 98% stake in Tactilis SB and complete the acquisition.
However, Global Invacom will also have the option to subscribe for up to a further USD8.0 million worth of convertible notes, again paid in cash.
Should Global Invacom choose to subscribe for these, every USD1.0 million worth of convertible notes will be equivalent to a 1% stake in Tactilis SB, up to an additional 8% stake, which would bring its total holding to 10%.
The remaining 90% stake would then be acquired through the issue of 1.7 million shares in Global Invacom at 15 cents per share at a value of USD196.0 million.
Should Tactilis SB achieve a net profit before net interest expenses, taxation, depreciation, and amortization of USD25.0 million in its 2019 financial year, Global Invacom will pay an additional consideration of up to USD50.0 million.
The deal is considered a reverse takeover under AIM rules and Global Invacom’s shares are therefore suspended.