Cape EMS Berhad (KLSE:CEB) entered into a conditional stock purchase agreement to acquire Iconn, Inc. from Turker Hidirlar, Rabia Hidirlar, Richard Muehling and Low Kim Teck Henry for $16.5 million on September 18, 2023. CEB will acquire 50,072 common stock in iConn Inc. Consideration to be reduced by the aggregate of all monetary liabilities or indebtedness of iConn and reduced by an escrow amount of $1.65 million. Subject to the foregoing, the full Escrow Amount shall be released to the Sellers 90 days after Completion. Upon completion of the Proposed Acquisition, iConn will become a wholly-owned subsidiary of CEB. The Purchase Consideration for the Proposed Acquisition will be funded via a combination of proceeds to be raised from the Proposed Private Placement, internally generated funds and/or bank borrowings. MYR 76.618 million ($16.345173) of proceeds from placement will be used to fund the acquisition. A break fee of $0.165 million will be payable by either CEB or Iconn in case of termination under certain circumstances. Iconn reported a revenur of $17.1 million and net profit of $1.1 million for the year ended December 31, 2022. As per filing on November 17, 2023, Based on the Extension Letter, it was mutually agreed that Cape EMS will pay the Purchase Consideration in the following manner: (i) the Signing Payment (amounting to $825,000) shall be paid no later than 5 business days following the date of the Extension Letter; (ii) the equivalent of RM50.0 million in USD (rounded down to the nearest thousand), less the Signing Payment, shall be paid upon the satisfaction or waiver of the conditions precedent, expected to be on or before 10am Malaysia time on December 31, 2023; and (iii) the balance of the Purchase Consideration shall be paid in accordance with the SPA no later than 10am Malaysia time on March 31, 2024.

Transaction is subject to completion of due diligence, execution of employment/consultancy agreements, CEB having in place definitive financing arrangements, approval by board of CEB board and other closing conditions. As of December 15, 2023, all the conditions precedent under the SPA has been fulfilled or waived. Accordingly, the SPA has become unconditional in accordance with its terms and conditions. Transaction is expected to complete in the fourth quarter of 2023. As per filing on November 17, 2023, the Sellers and Cape EMS mutually agreed to, among others, extend the Completion to March 31, 2024. Hong Leong Investment Bank Berhad acted as financial advisor to CEB.

Cape EMS Berhad (KLSE:CEB) completed the acquisition of Iconn, Inc. from Turker Hidirlar, Rabia Hidirlar, Richard Muehling and Low Kim Teck Henry on January 26, 2024.