CentralNic Group Plc (AIM:CNIC) entered into a conditional share sale and purchase agreement to acquire KeyDrive S.A. from BIP Venture Partners S.A., SICAR managed by BIP Investment Partners S.A., PrizeFlyer LLC and inter.services GmbH for $55 million on July 16, 2018. As reported, KeyDrive will be acquired for an initial consideration of $35.8 million, representing an enterprise value of $44.5 million, plus a performance based earn out of up to $10.5 million. At completion, KeyDrive is estimated to have approximately $8.7 million of net debt which CentralNic intends to discharge. The consideration for the acquisition comprises $16.5 million in cash to be paid to the minority shareholders of KeyDrive, the issue of 28 million consideration shares, valued at $19.3 million at the placing price of £0.52 ($0.69) to Inter.Services and a performance-based earn-out of up to $10.5 million payable to Inter.Services, a minimum of 15% of which shall be settled in cash and up to 85% of which may be settled by the issue of additional consideration shares at the prevailing market price. The cash consideration and debt-like items within the KeyDrive Group will be funded from the net placing proceeds of £20.5 million ($27.1 million), own cash resources and additional debt facilities of £6 million ($7.93 million) provided by Silicon Valley Bank to be put in place by CentralNic Group. KeyDrive's registry divisions will be migrated and merged onto CentralNic's market leading registry technology platform.
In the year to December 31, 2017, KeyDrive generated revenues of $58.26 million and adjusted EBITDA of $5.87 million. Alex Siffrin will join the CentralNic Operating Board as Group Chief Operating Officer on completion of the acquisition. The acquisition and placing are conditional, inter alia, on obtaining shareholder approval at the General Meeting of CentralNic Group Plc scheduled for August 1, 2018 and admission taking place by no later than September 30, 2018. CentralNic has secured irrevocable commitments to vote in favour of the resolutions to effect the acquisition and the placing to be proposed at the General Meeting in respect of 31 million ordinary Shares, representing 32.14% of the existing ordinary shares. The acquisition is expected to complete on August 2, 2018. Graham Smith and Toby Ramsden of Sequence Advisers LLP acted as financial advisors to CentralNic Group. Mitesh Patelia and James Swan of Crowe Clark Whitehill LLP acted as accountants to CentralNic. Sarah Etherington and Paul Blackmore of CMS Hasche Sigle acted as legal advisors to CentralNIC Group plc. Zeus Capital Limited acted as financial advisor to CentralNic.