The transaction in brief
EKOBOT has entered into a letter of intent with HH Agriculture to enter into a so-called asset transfer agreement regarding a transfer of all ofEKOBOT 's current assets. However, the Company will still retain the services required to fulfil the listing requirements under the Nasdaq First North Growth Market rules.
- The purchase price for the Transaction amounts to
EUR 260,000 and will be paid partly in the form of an amount ofEUR 25,000 relating to the exclusivity granted to the Buyer to negotiate with the Company on the Transaction, and partly in the form of an amount ofEUR 235,000 which will be paid on the date of closing. The payment ofEUR 25,000 shall be paid by the Buyer on the date of the conclusion of the letter of intent and cannot be refunded by the Company unless the Transaction is not approved by the Company's shareholders at an extraordinary general meeting. The Buyer shall also reimburseEKOBOT for the Company's salary costs duringApril 2024 (including social security contributions) up toEUR 35,000 .
- In addition to the purchase price, the Buyer has undertaken to take over one of the Company's existing bank loans as well as another of the Company’s existing debt obligations, amounting to a total of approximately
EUR 540,000 .
- The Transaction is, inter alia, conditional upon (i) the Buyer taking over the bank loan as set out above and that the bank approves the debtor swap, (ii) the Buyer taking over the Company's existing debt obligation to and that the creditor approves the debtor swap, (iii) the Buyer conducting tests of the Company's product during the period 20-25 April in
the Netherlands and finding these satisfactory and (iv) the Buyer conducting a due diligence with satisfactory results. Furthermore, the Transaction is conditional upon an extraordinary general meeting of the Company voting in favour of approving the Transaction.
- The Transaction also includes the right to the Company's current company name "
EKOBOT ". Therefore, upon completion of the Transaction, the Company shall undertake to convene a new general meeting to change the company name and the objects of the Company.
Financial impact for
- The transaction will have a positive short-term cash flow impact for
EKOBOT . - The accounting loss will preliminarily amount to approximately
SEK 14.3 million , mainly through the impairment of intangible assets. - Due to the fact that the Buyer assumes liabilities from
EKOBOT , the Company estimates that the total consideration for the Transaction, from an accounting perspective, amounts to approximatelySEK 8.9 million . - From 2 May, the Company is expected to have a net cash position and very low operating costs, which is considered sufficient for the purpose of evaluating and executing a reverse takeover.
Background to the Transaction and the Company's continued operations
During the first quarter of 2024,
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