Microba Life Sciences Limited (ASX:MAP) signed a binding share purchase agreement to acquire Invivo Clinical Limited for £11 million on October 19, 2023. The transaction price of approximately £6.50 million will be paid to the Sellers on Completion by; Up-front cash consideration of approximately £5 million and Up-front non-cash consideration of £1.5 million in the form of ordinary shares in Microba. The number of Consideration Shares to be issued will be determined by dividing the AUD equivalent of £1.5 million by the VWAP of the Shares of the Company during the 20 Trading Days in which trades in the Company were recorded ending on the fifth Trading Day prior to the Completion date for the Acquisition. Earn-out of a maximum amount of £4.5 million which is subject to Invivo achieving revenue targets over a 2-year period. The maximum amount that may be paid as part of the Earn-Out Consideration is as follows: For first year a maximum of £1.5 million payable in cash and £0.75 million payable in Earn-Out Shares and for the second year also a maximum of £1.5 million payable in cash and £0.75 million payable in Earn-Out Shares. The upfront cash component of the Acquisition will be funded by way of a pro rata accelerated non-renounceable entitlement offer to raise up to £10.45 million (AUD20 million)of new fully paid ordinary shares at an offer price of AUD 0.23 per Entitlement Offer Share. T he Consideration Shares and Earn-Out Shares will be escrowed for 24 months from their respective dates of issue. The transaction is subject shareholder approval under ASX Listing Rule 7.1 for the issue of the Consideration Shares and Earn-Out Shares and the Australian dollar equivalent of at least GBP5.0 million under the Entitlement Offer. As on November 30, 2023, the transaction was approved by the annual general meeting of Microba Life Sciences. The transaction is expected to close on December 5, 2023.

Microba Life Sciences Limited (ASX:MAP) completed the acquisition of Invivo Clinical Limited on December 5, 2023.