WDT exercises option to acquire iProximity Ptyimited
22 May 2018
Technologies exercises option to acquire iProximity
Wellington Drive Technologies Limited (NZX:WDT) advises that it has today exercised its option to acquire all the shares in iProximity Pty Limited (iPX) pursuant to the Sale and Purchase Agreement (SPA) with iPX’s shareholders announced to the market on 28 February.
The board of Wellington has decided that considering positive customer response to the iProximity digital marketing solution, including the first purchase order received for a pilot installation in Latin America, it would accelerate the closing of the transaction.
The company will pay a closing amount of AUD 1,100,000 on 2 July 2018, financed in part by a USD600,000 loan from Meta Capital Limited (Meta Capital), with the balance being funded from cash reserves. Meta Capital Limited is a company owned and controlled by John McMahon, a director of Wellington. The new loan is repayable on 21 December 2018. The loan was approved by the independent directors of Wellington.
Also as previously advised, the consideration for the purchase of the iPX shares includes the future issue of fully paid ordinary shares in the capital of Wellington (“Consideration Shares”) in tranches based upon meeting specified EBIT targets and SCS™ Connect System controller sales performance targets for the period to 31 December 2020. The maximum number of Consideration Shares that may be issued, assuming 100% fulfilment of these targets, has been calculated in accordance with the SPA to be 18,897,928 shares. Consideration Shares not “earned” by 31 December 2020 are forfeited.
CEO Greg Allen commented, “We are pleased to welcome David Burden and Rohan Lean to the team. It is exciting that we are already seeing positive customer response to the iProximity toolset with our food and beverage customers. We are also excited by the potential to grow iProximity’s Smart Cities business, which is already providing solutions to three large city councils in Australia. We look forward to expanding the Smart Cities offering in Australia and introducing iProximity’s digital marketing solutions to our food and beverage customers globally.”