Anemoi International (LSE:AMOI) has signed an amended binding sale and purchase agreement to buy 100% of Trasna Solutions FZ LLC in a reverse takeover that values the target at an enterprise value of $150,000,000.
"Binding SPA values Trasna at an enterprise value of $150,000,000" Anemoi added.
Consideration will be satisfied by issuing new Anemoi ordinary shares at a maximum price of £0.02 per share, reduced by cash required to repay Trasna’s parent company debt of $40m plus accrued interest estimated at ~$8.5m–$10m and to be met from RTO placing proceeds. The company sets out the formula: $150m – ($40m + ~$10m) = ~$100m (or ~3.8bn shares).
To address the surge in share count, the board proposes a 1-for-100 consolidation to boost the per-share price and improve marketability. On completion the group would be renamed Trasna Ltd. The SPA includes customary conditions precedent, including transfer of operating entities to Trasna ownership, and the transaction may change or not proceed following due diligence.
