Montana Aerospace AG (SWX:AERO) agreed to acquire S.R.I.F N.V., from Christian Boas and others on September 7, 2021. The purchase consideration under amended agreement signed at closing is payable in cash and by a share consideration of 4431600 ordinary shares of the Company. The payment has been paid upon closing and the aggregate purchase price is subject to customary price adjustments. In addition to the purchase price, an earn-out of up to €30 million based on the attainment of certain performance indicators by the Company has been agreed, that will be paid by June 30, 2025 at the earliest. Montana Aerospace AG is evaluating a capital increase in the context of this transaction and to further accelerate growth and M&A activities. In case of such a capital increase, Montana Tech Components AG (MTC) has agreed to support by subscribing up to around 5.4 million ordinary shares. Alternatively, to a subscription of shares by MTC, and as an alternative payment structure to cash, the sellers of ASCO accepted, subject to certain conditions, to be paid partly in shares in Montana Aerospace AG in a capital increase. Depending on various conditions such as the closing accounts of ASCO, the Net Debt position at this time, the corresponding share price and others, the maximum amount of shares to be received by all involved parties, amount to a maximum of 6.8 million shares. Detailed discussions concerning the shifting of certain Montana Aerospace AG central functions to Belgium are ongoing. The previous shareholder and CEO of Asco, Christian Boas, will remain associated with the Company in the coming years, and will continue to support the entire Group with his experience in an advisory capacity. The closing is subject to merger control and FDI approvals.

Roland Maaß, Koen Selleslags, Semin O, Gerald Schumann, Burkhard Führmeyer, Pascal Kremp, Miray Kavruk and Sergej Bräuer of DLA Piper Germany, Thilo von Bodungen, Lars Reubekeul, Enno Ahlenstiel and Susanne Weckbach of DLA Piper, Daniel Belostock, Derek Sigel, Thilo Streit of DLA Piper (Canada) LLP acted as legal advisors to Montana Aerospace Ag. Renate Krenn was responsible for the legal side of the transaction in-house at Montana Aerospace. Matthias Wauters and Jan Bocken of Eubelius acted as legal advisor to S.R.I.F N.V. Lazard SPRL acted as financial advisor to S.R.I.F N.V.