Business
Acquisition of Emwys; Licence Agreement; CLN issue
Acquisition of Emwys; Licence Agreement; CLN issue.
About this update from B90 Holdings Plc
[{"type":"text","content":"\n\nFOR RELEASE: 07.00, 12 July 2023\nB90 Holdings plc\n(\"B90\" or the \"Company\")\nAcquisition of Emwys and Related Licence Agreement\nFurther CLN issue\nB90 Holdings plc (AIM: B90), the online marketing and operating company for the gaming industry, is pleased to announce that it has entered into a share purchase agreement with Funko International AB (\"Funko\") to acquire the entire share capital of Emwys AB (\"Emwys\"), a Swedish marketing company that specialises in pay-per-click (PPC) marketing in the online gambling sector (the \"Acquisition\"). In conjunction with the Acquisition, B90 and Funko have also entered into a short term associated licence and marketing agreement with regard to Funko's Google advertising account used by Emwys for PPC marketing (the \"Google PPC Account\"), currently conducted in the Finnish market (the \"Licence Agreement\" and, together with the Acquisition, the \"Transaction\"). \nThe Transaction will provide B90 with a significant asset to enhance its marketing capabilities and generate future revenue through strategic affiliate partnerships. The expected closing date for the Acquisition is no later than 1 September 2023 (the \"Closing Date\").\nEmwys and the Acquisition\nThe total consideration payable by B90 under the Acquisition is, in aggregate, up to €3.6 million for Emwys' entire share capital on a cash free and debt free basis. The initial consideration payable is an immediate payment of €500,000 in cash and €250,000 in the form of convertible loan notes (the \"CLNs\"), both of which are non-refundable. The balance consideration is payable on the Closing Date, subject to certain performance conditions being achieved, and consists of €1.25 million in cash and €1.6 million either in the form of CLNs or the issue of new ordinary shares in the Company at the closing mid-price on the business day prior to the Closing Date (with any such shares subject to a 3-month lock-in period), at the election of the Company. The cash element of the initial and balance consideration is intended to be funded from the proceeds of the Subscription announced to market on 30 June 2023, with the final instalment of the €2 million to be received shortly, following which the CLNs will be issued and the market updated. Alternatively, the Company can elect to settle the entire balance consideration for €2....