QMS Sport Holdings Limited signed an agreement to acquire TLA Worldwide (Aust) Pty Ltd from TLA Worldwide plc (AIM:TLA) for AUD 28.2 million on August 8, 2019. The acquisition also includes TLA Merchandise Pty Ltd and TLA-ESP Limited, subsidiaries of TLA Worldwide (Aust) Pty Ltd. The consideration comprises cash of AUD 21.5 million and remainder reflecting the assumption of certain outstanding earn-out liabilities. Up on the completion, QMS will pay AUD 21.5 million to TLA Worldwide, comprises of AUD 12.2 million will pay for loan. The deal is done on a debt-free basis. In related deal, QMS Sport Holdings Limited also signed an agreement to acquire Stride Sports Management Holdings Pty Ltd. The combined consideration of both the acquisitions is AUD 32.7 million. The acquisitions will be funded by QMS Sport Holdings Limited in part via a private placement of unlisted fully paid ordinary shares for AUD 12 million and balance via a short-term bank financing facility. As of August 15, 2019, QMS received commitments to raise approximately AUD15 million to partially fund the acquisition and the balance will be funded through short-term financing facility which will be repaid in 2020. The transaction reported an EBITDA multiple of 5.3. TLA Worldwide (Aust) Pty Ltd reported operating profits of $3.1 million (AUD 4.6 million) and net assets of $4.5 million (AUD 6.6 million), for the year ended December 31, 2018. The deal is conditional on financing conditions precedent, employment of each of Craig Kelly, Susan Harper, Lachlan Fox, Scott Davidson, Tony Box, James Ward, Paul Roberts and Rob Woodhouse providing written confirmation that they intend to remain employed with the members of TLA Worldwide (Aust) on and after the completion and approval from shareholders of TLA Worldwide plc. TLA Worldwide plc has also proposed to change its name to Hawkwing plc, which in turn is contingent to this transaction. Transaction was approved by shareholders of Hawkwing on August 29, 2019. Net cash proceeds will be used by TLA Worldwide plc to reduce the amount outstanding under its facilities with its bank. The deal is expected to close in 30 days. The estimated proceeds of the transaction will be approximately AUD 19.5 million, comprising the cash payable by QMS Sport to TLA Worldwide on closing, QMS will receive AUD 0.47 million as agreed with SunTrust and AUD 0.49 million due to the TLAA in consideration for it agreeing to extend exclusivity. Completion is expected on September 5, 2019. The deal is expected to be EPS accretive for QMS Sport Holdings Limited. Beaumont Cornish Limited acted as broker, DAC Beachcroft LLP acted as legal advisor and Neville Registrars Ltd. acted as registrar to TLA Worldwide. Peter Monk, Simon Davidson and Daniel Hickman of Lander & Rogers acted as legal advisors for QMS Sport Holdings Limited.