CLIQ DIGITAL AG
DGAP-Ad-hoc: Cliq Digital AG / Key word(s): Takeover/Capital Increase NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. CLIQ Digital AG to purchase the remaining shares in its subsidiary Hype Ventures B.V. against cash consideration, earn-out and issuance of 320,000 new shares Düsseldorf, 28 April 2021: Today, CLIQ Digital AG ("Company") signed share purchase agreements to acquire the remaining shares in its subsidiary Hype Ventures B.V. representing 20% of the outstanding share capital. Hype Ventures B.V. is an Amsterdam-based group company which provides streaming entertainment services to consumers worldwide and also owns 100% of the share capital in a French subsidiary. The French subsidiary operates a full stack technology studio, which designs and builds cross platform streaming services for the Company's content categories. As consideration, CLIQ Digital AG will pay a fixed amount of EUR 6 million in cash as well as an earn out of approximately EUR 0.8 million over 2 years. Furthermore, CLIQ Digital AG agreed to issue to the sellers 320,000 new shares. Against this background, the management board of the Company intends to resolve, subject to the approval of the supervisory board, to increase the Company's share capital from EUR 6,188,714.00 by EUR 320,000.00 to EUR 6,508,714.00 by issuing 320,000 new bearer shares ("New Shares") against contributions in kind in form of the remaining shares in Hype Ventures B.V., making partial use of the existing authorized capital 2019 ("Capital Increase") in the course of today. The New Shares will be entitled to dividends from 1 January 2021. The sellers of the shares in Hype Ventures B.V. will be admitted to exclusively subscribe for the New Shares in equal parts each. A virtual supervisory board meeting is scheduled for today at which the approval of the management board's resolution to effect the Capital Increase shall be resolved. The acquisition of the remaining shares in Hype Ventures B.V. will have a material positive effect on CLIQ Digital AG's net result and earnings per share. In terms of earnings per share, the Company estimates the positive effect to around 30% (based on the reported numbers for the business year 2020 on a pro-forma basis). The acquisition, in the opinion of the management board of the Company, further enables the Company to realise sustainable efficiency enhancements by aligning the interests of the management of Hype Ventures B.V.'s French subsidiary with the overall interest of the group.
Contact Important notice This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.
28-Apr-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Cliq Digital AG |
| Immermannstr. 13 | |
| 40210 Düsseldorf | |
| Germany | |
| E-mail: | investor@cliqdigital.com |
| Internet: | www.cliqdigital.com |
| ISIN: | DE000A0HHJR3 |
| WKN: | A0HHJR |
| Indices: | Scale 30 |
| Listed: | Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 1189986 |
| End of Announcement | DGAP News Service |
1189986 28-Apr-2021 CET/CEST
