Azerion Group N.V. signed a binding transaction documentation to acquire 100% shares in Radionomy Group B.V. from Targetspot and others for Ç20 million.

Azerion Group N.V. (ENXTAM:AZRN) signed a binding transaction documentation to acquire 100% shares in Radionomy Group B.V. from Targetspot (ENXTPA:ALTGS) and others for Ç20 million on November 22, 2022. Targetspot holds 98.5% in Radionomy Group and rest two shareholders have collectively 1.5% shares. Under the terms of agreement Azerion Group will pay the consideration with shares and cash. In total, 2,782,644 Azerion shares worth Ç19.1 million will be transferred to the selling shareholders at closing of the transaction and such Azerion shares equivalent to up to Ç3 million are to be granted in April 2024, subject to certain earn-out conditions. AzerionÆs shares currently held in treasury are sufficient to satisfy the share consideration. A total cash payment of Ç7.5 million paid in three tranches of Ç2.5 million each, at closing, at April 30,2023 and at January 31, 2024. The transaction perimeter includes Radionomy Group B.V. and all its subsidiaries and, as such, does not include TargetspotÆs Winamp operations. In first half of 2022, Radionomy Group generated revenue of Ç13.4 million for EBITDA of Ç0.5 million.
Closing of the transaction is expected before December 31, 2022 and is subject to certain conditions, including approval by TargetspotÆs extraordinary general meeting, which will be held on December 9, 2022.