Avi-Tech Holdings has entered into a term sheet to subscribe for new ordinary shares in Create Technologies for an initial consideration of $2 million.
The acquisition of stake in Create will take place in four parts. In the first, Avi-Tech will subscribe for 85,714 new ordinary shares in Create, and will hold about 30% of the issued and paid-up capital of the company.
In phases two to four, should Create meet certain revenue and profitability targets for the various relevant periods, Avi-Tech will be granted call options and existing shareholders granted put options.
Avi-Tech may across different phases acquire more shares in Create on an incremental basis of up to 100% of Create’s share capital. During which, the shares in Create may be paid for entirely in cash or through a combination of cash and via issuing of ordinary shares.
Where Avi-Tech Shares are used, they will be issued at reference prices of 30 to 33 cents per share. Across Phases 2 to 4, the maximum aggregate valuation payable for the acquisition is approximately S$16.87 million.
The phases one to four will therefore result in a maximum aggregate consideration payable of $18.87 million.
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Avi-Tech says that Create is well-placed to capture emerging opportunities and scale as the smart-infrastructure and advanced monitoring systems sector expands. Create operates in a technological field experiencing strong and sustained growth, driven by increasing demand for high-precision positioning, tracking and structural-monitoring solutions across multiple industries.
As such, the proposed acquisition represents an opportunity for Avi-Tech to venture into a new business segment that would enable it to diversify and enlarge its earnings base.
Create’s business is in research and experimental development on electronics. It develops proprietary algorithms and products to deliver complete high-precision location and monitoring solutions based on Global Navigation Satellite System (GNSS), Ultra-Wideband (UWB), and inertial navigation technologies.
Shares in Avi-Tech closed 0.2 cents higher or 1.053% up at 19.2 cents on Dec 15.
