Field Solutions Holdings Limited (ASX:FSG) entered into a binding share sale agreement to acquire Tasmanet Pty. Ltd. for AUD 15 million on October 29, 2021. Under the terms of the agreement, FSG will pay upfront consideration of AUD 12 million either in FSG shares or cash. Deferred consideration of AUD 3 million will be paid. Up to AUD 2 million will be paid by way of an earn out tied to revenue for the financial year ended June 30, 2022, and AUD 1 million will be the retention amount in respect of any warranty claims, each payable in either FSG Shares issued from FSG's placement capacity or cash. Vendors are to elect to receive the upfront consideration and Deferred Consideration in either FSG shares or cash prior to completion. Vendors comprising AUD 10.3 million of the upfront and deferred completion have elected for 46.6 million FSG shares and AUD 1.5 million in cash. The balance of vendors comprising retail investors will be offered by way of transaction specific prospectus to elect either to receive FSG shares or cash. If all vendors elected under the vendor offers to receive FSG shares then a further 24.6 million FSG shares would be issued. Including existing elections, the maximum number of FSG shares issued in connection with the transaction would be 71.3 million comprising AUD 13.5 million of the upfront and deferred consideration. A net asset adjustment to reflect the upfront and deferred consideration is on the basis of a cash free debt free transaction. The transaction is conditional to FSG shareholders approval, and is expected to be completed on December 20, 2021. Tasmanet is expected to be EBITDA accretive for Field Solutions Holdings.

Field Solutions Holdings Limited (ASX:FSG) acquired Tasmanet Pty. Ltd. on December 21, 2021.