Life360, Inc. (ASX:360) entered into a non-binding term sheet to acquire Jio, Inc. for $54.5 million on April 27, 2021. Life360, Inc. entered into a definitive agreement to acquire Jio, Inc. on July 28, 2021. The upfront consideration would be a combination of $21.6 million in Life360 shares, approximately $14.4 million in convertible promissory notes, and $1 million in retention consideration, subject to adjustments at closing for working capital and certain tax modifications. The upfront consideration would amount to $37 million with the possibility that the total consideration increases to $54.5 million if certain performance targets are achieved in the two full calendar years following completion. The additional performance-based consideration would be solely in the form of Life360 shares. The total consideration may result in the issuance of up to approximately 2.42 million shares of Life360. Life360 has provided Jio, Inc with $1 million in investment funding by subscribing for convertible notes, and has agreed to subscribe for $1.5 million in convertible notes on the 60th day following execution of the term sheet and $1.5 million in convertible notes on the 90th day following execution of the term sheet, if the proposed transaction has not closed on the relevant date. On closing of the proposed transaction, the convertible notes would be cancelled, and this funding would form cash consideration, reducing the stock and convertible promissory notes consideration pro-rata. If the proposed transaction does not close the convertible notes will convert into preferred stock of Jio, Inc. The transaction is subject to due diligence, completion of definitive documentation, approval of the Boards of Directors of both Life360 and Jio, Inc., as well as the stockholders of Jio, Inc. There is no guarantee that the proposed transaction will eventuate. The transaction is expected to close shortly.
Life360, Inc. completed the acquisition of Jio, Inc. on September 2, 2021. Jiobit will continue to operate under its own brand and will be led by CEO and co-founder John Renaldi. Lisa Conmy, Chris Rasmussen, Tim Voigtman and Trevor Currie of Foley & Lardner acted as legal advisors to Jio, Inc.