Excelgames Interactive Asia Holdings Pte. Ltd. agreed to acquire Advanced Systems Automation Limited (Catalist:5TY) from Seah Chong Hoe, Dato' Michael Loh Soon Gnee and others in a reverse merger transaction for SGD 120 million on June 9, 2021. Under the terms, the base consideration of SGD 120 million shall be satisfied by allotment and issuance of 698,101,653 new shares in the capital of Advanced Systems for SGD 114 million and remaining balance of SGD 6 million shall be paid in cash by Advanced Systems to the sellers of Excelgames. If Excelgames records an EBITDA of at least SGD 8 million for the year ended March 31, 2022, Advanced Systems will issue an additional consideration of SBD 20 million in shares and SGD 3 million in cash; If Excelgames records an EBITDA of at least SGD 9 million, Advanced Systems will issue an additional consideration of SBD 22.5 million in shares and SGD 4 million in cash or If Excelgames records an EBITDA of at least SGD 10 million, Advanced Systems will issue an additional consideration of SBD 25 million in shares and SGD 5 million in cash. As part of additional consideration, Advanced Systems issues maximum of 153,92,467 shares. Post completion, shareholders of Excelgames will own an agreegate interest of at least 72.5% stake in Advanced Systems. The consideration will be funded by Advanced Systems' internal resources and proceeds raised from a fundraising.

This transaction is subject to completion of target restructuring exercise; completion of due diligence of Excelgames and Advanced Systems; shareholders of Excelgames being satisfied that the zero liability, zero holdings, minimum cash and going concern requirement; Excelgames recording an EBITDA of at least SGE 6.5 million for the financial year ending March 31, 2021 and valuation being in excess of SGD 150 million; completion of disposal of subsidiaries and associated companies of Advanced Systems; issuance of opinion from an independent financial advisor; approval of the shareholders of Advanced Systems; approval of all relevant government bodies, stock exchanges and other regulatory authorities; no changes in share capital of Advanced Systems and Advanced Systems remains listed on SGX-ST. CEL Impetus Corporate Finance Pte. Ltd. acted as the financial advisor to Advanced Systems on the transaction.

Excelgames Interactive Asia Holdings Pte. Ltd. have cancelled the acquisition of Advanced Systems Automation Limited (Catalist:5TY) from Seah Chong Hoe, Dato' Michael Loh Soon Gnee and others in a reverse merger transaction on June 8, 2022.