Boku, Inc. entered into an agreement to acquire Danal, Inc. from Hansol Secure Co., Ltd. and others for approximately $100 million.
December 05, 2018
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Boku, Inc. (AIM:BOKU) entered into an agreement to acquire Danal, Inc. from Hansol Secure Co., Ltd. (KOSDAQ:A070300) and others for approximately $100 million on December 6, 2018. The transaction consideration includes an initial issuance of 26.7 million Boku, Inc. common shares, $3 million of Boku, Inc. warrants exercisable at 141 pence each and $1 million of cash, payable on completion. In addition, Boku, Inc. has agreed to pay a deferred consideration of up to $64 million, satisfied in common shares in amount of $62 million and warrants in amount of $2 million, dependent on Danal, Inc.'s future performance including revenue targets for 2019. Pursuant to the terms, no deferred consideration will be payable if Danal, Inc.'s revenues for the year ending December 31, 2019 are below $10 million. Under the deferred consideration arrangements, the number of common shares to be issued will be dependent on the common share price at the time of issue, subject to a minimum and maximum price per common share of 120 pence and 170 pence respectively. At its option, the company can pay the deferred consideration in cash. Any warrants issued will be exercisable for five years post issuance with an exercise price of 145 pence.
Upon closing of the deal, Danal, Inc. will cease to exist. For the year ending December 31, 2017, Danal, Inc. generated revenue of $5.1 million and a loss before interest, taxation, depreciation and amortization of $5.2 million, while Danal had net liabilities of $10.3 million. Completion of the transaction is subject to the fulfillment of certain conditions, including Danal, Inc.'s shareholder approval. As of December 19, 2018, board of directors of Hansol approved the transaction. The deal is expected to take place on or around December 31, 2018. The transaction is expected to be earnings dilutive in 2019, as Boku, Inc. intends to invest in the Danal platform, with earnings improving through 2020 and earnings accretion expected thereafter. Edward Knight and Nick Prowting of Peel Hunt LLP acted as financial advisors for Boku, Inc.
XCure Corp, Ltd., formerly Hansol Secure Co Ltd, is a Korea-based company engaged in the development and provision of smartcards. The Company provides universal subscriber identity module (USIM) cards, including combination USIM cards used for transportation applets and mobile banking; contact USIM cards, which are subscriber modules executing a simple individual authentication function; near field communications (NFC) USIM cards, which make mobile payments by grazing the mobile phone near the payment terminals; giga USIM cards with high capacity memory, as well as banking cards, terminals and arcade game operation information display device (OIDD) cards. It also involves in the development of integrated circuit (IC) card issuing systems. The Company distributes its products within domestic market and to overseas markets.
XCURE CORP. 
