Syntonic Limited (ASX:SYT) made an offer to acquire mobile commerce business unit of Zenvia Mobile e Serviços Digitais S.A. for BRL 2.6 million on June 18, 2018. Syntonic Limited executed a formal binding asset purchase agreement to acquire mobile commerce business unit of Zenvia Mobile e Serviços Digitais S.A. for BRL 2.6 million on August 20, 2018. The purchase price includes cash consideration of $0.7 million (BRL 2.6 million) and a vendor earn-out of 20% of the first $21.5 million (BRL 81.2 million) of contribution margin generated by the acquired assets over 3.5 years.

The consideration will be payable in two tranches, $0.35 million (BRL 1.32 million) following the execution of formal agreements and an additional $0.35 million (BRL 1.32 million) following the assignment of all of Zenvia's business contracts to Syntonic. Zenvia's mobile commerce platform will be integrated into Syntonic's connected services platform. Syntonic intends to establish a new and wholly owned subsidiary, Syntonic Brazil, that will manage and operate the mobile commerce business in Brazil.

In the year 2017, the mobile commerce business unit generated gross revenue of BRL 36.1 million and EBITDA of BRL 2.27 million. Following completion of the acquisition, it is anticipated that approximately 15 operations and business support staff, working from offices in São Paulo and Porto Alegre, will be transferred from Zenvia to Syntonic Brazil. The acquisition is subject to Syntonic Board approval and executing formal binding agreements.

Completion is expected to occur in second half of 2018. The transaction is non-dilutive for Syntonic shareholders. Lincoln International LLC acted as a financial advisor to Zenvia Mobile e Serviços Digitais S.A. Marc Wilshaw of DLA Piper acted as legal advisor to Syntonic Limited.