“The board of directors of Adapt IT is pleased to inform shareholders that Adapt IT’s wholly-owned subsidiary, Adapt IT Proprietary Limited, has entered into an agreement with Rubistar Proprietary Limited, In2itive Proprietary Limited and Darryn Sean Trefz,” it said.
“The purchaser will acquire the “Sold Equity” from the sellers as one indivisible transaction in accordance with the terms of the agreement, for a maximum purchase price of 200 million rand.”
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The “Sold Equity” comprises the issued and outstanding shares and share capital in AspiviaUnison as well as all of the claims on loan account or otherwise of Rubistar, In2itive, Darryn and any person related or inter-related to either of them.
This, however, excludes an amount of 2.9 million rand owed in aggregate by Rubistar and In2itive to AspiviaUnison.
“The AspiviaUnison group is a cloud telecommunications intelligence and management solutions provider. The acquisition will add another significant pillar to Adapt IT’s growing vertical software solutions set,” [DATA ADI:Adapt IT] said.
“The acquisition, which is in line with Adapt IT’s strategy of targeted acquisitive growth, will enable the Adapt IT group to further diversify and bolster its customer base, especially in the financial services industry and the wider private and targeted public sector markets.”
The closing of the deal is subject to the fulfilment of several key conditions, including the approval or exemption of the acquisition by the Takeover Regulation Panel and the purchaser securing a 30 million rand working capital loan facility from its bank.
“Upon closing, the acquisition will take retrospective effect from 1 September 2014. The acquisition may be cancelled by either the purchaser or the sellers if any of the conditions precedent have become incapable of fulfilment or if closing does not occur prior to 12 December 2014,” the South African ICT company said.
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“After closing, the parties to the agreement shall procure that all companies, other than dormant companies, within the AspiviaUnison group are integrated into the Adapt IT Group in accordance with the terms of the agreement.”