Cipherpoint Limited (ASX:CPT) entered into an agreement to acquire Excite IT Pty Ltd. for AUD 3.7 million on July 28, 2022. The acquisition price will be structured as a combination of cash and scrip. At completion the Excite IT shareholders will receive AUD 1.25 million cash consideration and 100 million in shares of Cipherpoint, which shall be voluntarily escrowed for a period of 6 months.
Excite IT's shareholders will receive AUD 0.5 million on the date which is 12 months from completion of the acquisition. In addition, if for the 12 months ending June 30, 2023, the EBITDA for the Excite IT business on a standalone basis is no less than AUD 0.8 million, then Excite IT's shareholders will receive a further 50 million shares. Cipherpoint will conduct a capital raising to raise up to AUD 1.33 million which will be applied applied to acquisition cash consideration and costs.
Excite IT achieved revenues in excess of AUD 3 million in FY 2022. Subject to completion, Excite IT's founder Bryan Saba will join the leadership team of Cipherpoint as Managing Director and Chief Executive Officer of Cipherpoint and will remain Chief Executive Officer of Excite IT. The transaction is subject to completion of due diligence, Cipherpoint successfully obtaining all necessary shareholder and ASX approvals, Cipherpoint raising sufficient funds for the upfront cash consideration of the transaction and CPT offering, and Bryan Saba, founder of Excite IT, accepting market-based service agreement.
As of August 31, 2022, both Cipherpoint and Excite IT have successfully completed due diligence in respect of the proposed acquisition. As of September 27, 2022, Cipherpoint Limited announces that the funding condition precedent under its agreement to acquire Excite IT has been satisfied.