Scientific Digital Imaging PLC (AIM: SDI) entered into a conditional share purchase agreement to acquire Astles Control Systems Limited from Peter Astles and others for £4.8 million on December 20, 2016. The consideration of £4.8 million comprised of an initial consideration of £3.4 million with an additional earn-out of up to £1.3 million. The total consideration of £4.8 million would be funded using £0.85 million of Scientific Digital Imaging's existing cash resources, £0.1 million through the issue of the consideration Shares, £3.1 million from the equity fundraising and £0.75 million provided in the form of the new loan facility. The initial consideration due of £3.446 million will be satisfied by £3.346 million paid in cash and £0.1 million by the issue of 0.77 consideration shares. The maximum earn-out of £1.354 million would be triggered in full by Astles reporting a profit before tax of greater than, or equal to, £1.2 million and the additional earn-out would be paid in cash following the publication of the group's audited annual report and accounts for the year ended April 30, 2017. The consideration shares are subject to a formal lock-in for a period of 12 months from completion of the agreement, following which such shares will be subject to an orderly marketing requirement. Astles' audited accounts for the financial year ended April 30, 2016 reported revenues of £1.9 million and profit before tax of £0.87 million. Peter Astles will continue to run Astles on completion of the acquisition until April 30, 2017, after which he will be employed by Scientific Digital on a part time basis for a further two years. His role in this time will include the attendance of Scientific Digital Imaging Board meetings. The completion of the transaction is subject to passing of the GM resolutions at the general meeting and the placing agreement having become unconditional in all respects other than any condition relating to the completion of the share purchase agreement. The deal has been approved by the shareholders of Scientific Digital Imaging on January 10, 2017. The transaction is expected to close on January 12, 2017. The acquisition will increase Scientific Digital's repeat business revenue streams and is expected to result in the acquisition being earnings enhancing in the first full year of ownership. Scientific Digital Imaging PLC (AIM: SDI) completed the acquisition of Astles Control Systems Limited from Peter Astles and others on April 27, 2018.