Alpha DX Group Limited entered into a conditional sale and purchase agreement to acquire ERC Institute Pte. Ltd. from Didi Investments, Inc for SGD 24 million.

Alpha DX Group Limited (Catalist:VVL) entered into a conditional sale and purchase agreement to acquire ERC Institute Pte. Ltd. from Didi Investments, Inc for SGD 24 million on April 28, 2021. Under the terms of agreement, SGD 18 million will be paid in cash and SGD 6 million through the allotment of up to 20 million ordinary shares of Alpha DX Group Limited at the issue price of SGD 0.30 per performance share through earnout.

Payment for the Performance Based Earn-out shall be subject to the fulfilment of any one (1) or more of the following conditions: i) ERC Institute Pte. Ltd. having entered into a definitive agreement with the Government of Uzbekistan that will generate the secured annual aggregated revenue exceeding SGD 4 million (on confirmed purchase order basis or equivalent), and remainder upon receipt of such purchase order or equivalent, ii) ERC Institute Pte. Ltd. having securing the annual aggregated revenue exceeding SGD 4 million (on confirmed purchase order basis) from a source other than the tuition fees (such as the sales of the content/intellectual property license) and revenues generated and iii) ERC Institute Pte.

Ltd. having entered into a definitive partnership agreement with two (2) or more universities (other than the existing partners) that collectively increases the ERC Institute Pte. Ltd. total number of student enrolments by at least 40% as compared to the previous fiscal year. The amount of Performance Based Earn-out shall be determined in the following manner: i) for any 50% Fulfilment, 10 million Performance Shares (being half of the Performance Based Earn-out) shall be issued by Alpha DX Group Limited and ii) for a 100% Fulfilment, 20 million Performance Shares (being the entirety of the Performance Based Earn-out) shall be issued by Alpha DX Group Limited.

Alpha DX Group Limited intends to finance the Proposed Acquisition through internal funds as well as proceeds from a fund-raising exercise which it intends to conduct shortly after the resumption of Alpha DX Group Limited shares on the Catalist of the SGX-ST. The transaction is subject to Alpha DX Group Limited shareholder approval, the passing of written resolution by the directors of Didi Investments, Inc on terms reasonably satisfactory to Alpha DX Group Limited approving the transactions contemplated by the share purchase agreement and Alpha DX Group Limited having completed a fund-raising exercise. The Completion shall take place on a date mutually agreed to by the parties to the share purchase agreement but in any event not more than five business days from the date of fulfilment or waiver of all Condition Precedents.

As of June 4, 2021, the long stop date of the transaction is extended from May 31, 2021 to July 31, 2021. As of January 28, 2022, the deadline in the Master Licence Agreement and Additional Deposit isextended from January 31, 2022 to March 31, 2022.