SYDNEY: Candy Club Holdings Limited (ASX: CLB) and Scalare Partners Pty Ltd have entered into a Merger Implementation Deed and a Share Sale Deed to facilitate the proposed acquisition of 100% of Scalare by CLB and related capital raising.

Subject to completion of the Transaction, the consideration payable by CLB for 100% of the ordinary shares of Scalare will comprise 72,000,000 CLB ordinary shares.

As part of the transaction, Candy Club Holdings will undertake a share consolidation on a 56 for 1 basis.

The share consolidation requires CLB shareholder approval and is proposed to be implemented prior to completion of the transaction.

To support the transaction and provide growth capital for the combined entity, Candy Club Holdings intends to undertake a capital raising to raise a minimum of $4 million and up to $8 million (Capital Raising).

100% of the capital raising to be applied as growth and working capital of the Group and for the payment of transaction costs in relation to the transaction.

The market capitalisation of CLB on completion of the Capital Raising is expected to be approximately $26.5 million, based on the maximum raise of $8.0m.

Full details of the Capital Raising will be provided in a Prospectus. Existing CLB and Scalare shareholders will be given the opportunity to participate in the capital raising.