AltX-listed Xantium Technology Holdings says its merger agreement with MICT Solutions Group, announced on 3 October, has been amended, resulting in a change in the purchase price.
The agreement has been amended so that Xantium will not acquire an existing shareholder loan account against MICT, and so that additional debt of R3 million will be raised in MICT.
The original agreement was that Xantium would acquire MICT for R81 million, to be paid by the delivery of 135 million shares at 60c a share.
This was on the premise that R2.5 million of debt would be raised in MICT and paid to one of the existing shareholders, Motoma ICT Group, before the implementation of the merger.
Additional third party debt being raised would reduce the number of shares paid by 1.67 shares for every rand of debt above R2.5 million.
Xantium says in a shareholder update that in terms of the new merger agreement, it now proposes to acquire MICT for R78 million, to be paid by the delivery of 130 million shares at 60c each.
The original agreement would have seen Xantium also acquire a majority stake in Motoma Mithrathech from Motoma for a maximum of 150 million Xantium shares.
Now Xantium plans to acquire 100% of Mithrathech for not more than R18 million. The final price will be determined by an earn-out formula and will be paid in Xantium shares, to a maximum of 30 million shares at 60c each.
The group says advisor PKF has concluded that the terms of the merger are fair and reasonable to shareholders. At the same time, PKF has also concluded that the terms of the previously announced acquisition of 49% of Waymark Consulting are fair and reasonable.
Xantium's share closed at 45c on the JSE on Monday - down 3c or 6.3% from Friday's close.
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