OSLO: The board of directors of Skitude Holding AS has today decided to go forward with the closing of the acquisition of Spotlio AG, and for this purpose resolved an issue of new shares in NOK equal to EUR 1.3 million at the EUR:NOK exchange rate of 10.65 as determined by Norges Bank at close of business on 21 December 2020.
The share capital increase is in the amount of NOK 41,328.36, from NOK 1,644,457.74 to NOK 1,685,786.10, through the issue of 2,066,418 new shares, each at a nominal value and subscription price of NOK 0.02.
The total share contribution is equal to the share capital increase, NOK [41,328.36]. The deadline for payment of the share contribution is 12 January 2021 and the new share capital will be registered in the Norwegian Register of Business Enterprises without delay thereafter. The new shares will be issued to the sellers of Spotlio as determined in the share purchase agreement.
In today’s board meeting, the board of directors also authorized payment to the sellers of Spotlio of the cash element of the purchase price, EUR 1.4 million and settlement of the takeover of debt in the amount of EUR 0.6 million.
The Company expects to take over ownership of 100% of the shares in Spotlio on or about 31.12.2020.
Reference is made to the Information Document made public by Skitude Holding AS on 18 December 2020 regarding the acquisition by the Company of 100% of the shares in the Swiss company Spotlio AG.
As further described in the said section, the total purchase price for 100% of the shares in Spotlio is expected to be EUR 4.6 million, of which EUR 1.3 million shall be settled in new shares in the Company at NOK 6.70 per share at closing of the transaction expected to take place in second half of December 2020 or first half of January 2021, EUR 1.4 million in cash payment to the sellers at closing, another EUR 0.6 million in take-over of debt at closing and finally another EUR 1.3 million in earn-out, payable in new shares in the Company (also at NOK 6.70 per share), where 50% is payable 12 months after closing of the acquisition and the remaining 50% is payable 24 months after closing.