CircuTech International Holdings Limited (SEHK:8051) signed an agreement to acquire 21% stake in 4Square Return GmbH from Kienle Consulting GmbH and Wolfgang Schober for €1.6 million on June 4, 2018. Under the transaction, CircuTech International Holdings Limited will acquire 2 shares of 4Square Return GmbH, 1 each from Kienle Consulting GmbH and Wolfgang Schober. The consideration will be paid in cash on completion of which €1.36 million is payable to Kienle Consulting GmbH for the sale of its 17.9% stake in 4Square Return GmbH and €0.24 million to Wolfgang Schober, for his 3.1% stake. Upon completion, Kienle Consulting GmbH and Wolfgang Schober will own 48.8% and 11.9% stakes respectively in 4Square Return GmbH. For the year ended January 31, 2018, 4Square Return GmbH reported revenues of €11.6 million, net profit of €0.055 million and had net assets of €1.7 million as at January 31, 2018. Under the terms of the agreement, CircuTech International Holdings Limited will have call option to acquire all the shares in 4Square Return GmbH held by Kienle Consulting GmbH, Wolfgang Schober and Armin Kienle during the period from the date that 4Square Return GmbH’s 2023 accounts are filed in Germany until the business day that falls six months thereafter. Also, Kienle Consulting GmbH, Wolfgang Schober and Armin Kienle will have an option to buy-back all shares held in 4Square Return GmbH by CircuTech International Holdings Limited in the event CircuTech International Holdings Limited does not exercise the call option before the expiry of the call option period. After closing, the Board of 4Square Return GmbH shall consist of three directors, with each of CircuTech International Holdings Limited, Kienle Consulting GmbH and Wolfgang Schober being entitled to appoint one person as a director and to remove and replace such director. Upon entering into the shareholders’ agreement, the directors of 4Square Return GmbH will Armin Kienle, as the appointee of Kienle Consulting GmbH, Wolfgang Schober and Cheng Michael Ichiang, an Executive Director of CircuTech International Holdings Limited. The transaction is subject to all statutory, governmental and regulatory obligations having been complied with and all regulatory, statutory, governmental and third party consents and waivers necessary to give effect to the completion having been obtained, CircuTech International Holdings Limited having complied with all necessary disclosure and/or shareholders’ approval requirements, the consolidated audited accounts of 4Square Return GmbH for the financial year ended January 31, 2018, having been filed in Germany and CircuTech International Holdings Limited having confirmed, in its absolute discretion, that it is satisfactory, shareholder resolutions dividing and amalgamating the existing shares in 4Square Return GmbH so that the share capital composition as set forth in the agreement is achieved, are passed and notified with the commercial register for 4Square Return GmbH and Kienle Consulting GmbH and Wolfgang Schober providing evidence satisfactory to CircuTech International Holdings Limited that Cardno K&L JV LLC, an indirectly owned joint venture of 4Square Return GmbH, has been legally liquidated. If the conditions precedent have not been satisfied or waived on or before the long stop date, being six months after the date of the agreement, the agreement shall be deemed to be rescinded and shall immediately lapse. Completion shall take place on the fifth business day after the date on which the last of the conditions precedent as set out above has been satisfied or waived. Ballas Capital acted as financial advisor for CircuTech International Holdings Limited.