LONDON: IMImobile, a global cloud communications software and solutions provider, has conditionally agreed to acquire the entire issued and to be issued share capital of 3C Interactive Corp. (3C), a private US cloud-based multichannel, customer engagement platform company with a leading position in Rich Communication Services (RCS), on a debt-free, cash-free, basis for a total consideration of $53.2 million.
The total consideration will be satisfied through $43.2 million in cash on completion and $10.0 million through the issue of up to 2,567,256 new IMImobile ordinary shares of 10p each, which will be deferred for up to two years with founders and key employees subject to a further 12 month orderly market agreement thereafter.
IMImobile proposes to fund the initial consideration through the drawdown of new debt facilities of up to $18.7 million and a proposed placing of up to 6,533,422 new ordinary shares of 10p each in the capital of the company, representing approximately 9.7 percent of the existing issued share capital of the company, at a price of 310p per share to raise gross proceeds of up to $25.2 million.
The acquisition is expected to be immediately earnings accretive, being marginally accretive in the current year ending 31 March 2020, with low double-digit earnings accretion in the year to 31 March 2021.
The placing is being conducted by means of an accelerated bookbuild process, which will be launched immediately. Investec Bank plc and N+1 Singer Advisory LLP are acting as joint bookrunners in connection with the placing.
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