Be Heard Group plc (AIM:BHRD) entered into the agreement to acquire The Corner Communications (London) Limited for £12.7 million on November 9, 2017. Be Heard will pay an initial consideration of approximately £8 million, payable £5.4 million in cash and by issue of fully paid ordinary shares in Be Heard to the value of £2.6 million. Be Heard will pay deferred consideration of £0.6 million, subject to both net revenue and EBITDA for 2018 being greater than those for 2016. Any deferred consideration is due four months following the end of 2018 and is payable 50% in cash, 50% by the issue of fully paid ordinary shares in Be Heard. Subject to both net revenue and EBITDA in 2020 being greater than £7 million and £1.4 million respectively, Be Heard will pay an earn out consideration calculated at 7.2x the average EBITDA achieved by The Corner in the years to December 2018, 2019 and 2020, less the total of the initial consideration and any deferred consideration previously paid. The maximum consideration payable under earn out is such that when added to the initial consideration and any deferred consideration will not exceed £12 million. Any earn out is due four months following the end of 2020 and is payable 50% in cash, 50% by the issue of fully paid ordinary shares of Be Heard. Other than in regard to the initial consideration, Be Heard has the option to settle any share-based consideration by the issue of loan notes. Be Heard will additionally pay an amount of £0.74 million in cash on completion of the acquisition, representing the excess working capital in The Corner as at the "locked box" date of May 31, 2017. Be Heard Group plc (AIM:BHRD) intends to raise £2.2 million through the issue of new shares through a cash placing and £4 million through the issue of Convertible Loan Notes to finance the deal. Be Heard has received conditional commitments to subscribe for £4 million Convertible Loan Notes. Corner reported net revenues of £5.6 million, operating profit of £0.61 million, profit before tax of £0.65 million, net assets of £0.56 million and normalized EBITDA of £1.1 million in 2016. The transaction is conditional upon Be Heard obtaining Shareholder approval of the resolutions to be proposed at the General Meeting. James Serjeant of Dowgate Capital Stockbrokers Limited acted as broker and Mark Taylor and Lauren Kettle of N+1 Singer Advisory LLP acted as financial advisor to Be Heard. WY Partners Ltd. acted as a financial advisor to The Corner Communications Limited. Be Heard Group plc (AIM:BHRD) completed the acquisition of The Corner Communications (London) Limited on November 29, 2017.