Completion of the Acquisition of Danal
2 January 2019
Boku, Inc.
("Boku" or the "Company" and, together with its subsidiaries, the "Group")
Completion of the Acquisition of Danal
Boku, the world's leading independent direct carrier billing company, is pleased to announce that, further to the announcement on 6 December 2018 that it had agreed to acquire Danal, Inc. ("Danal"), a provider of mobile identity and authentication solutions (the "Acquisition"), it successfully completed the Acquisition, as scheduled, on 31 December 2018 ("Completion").
As previously announced, consideration for the Acquisition is being satisfied through the issue of a maximum of 26,700,000 Common Shares, warrants over 1,634,699 Common Shares exercisable for five years at an exercise price of £1.41 each ("Warrants") and US$1.0 million of cash ("Initial Consideration"), plus a potential earn-out based on revenue performance over 2019.
The Initial Consideration is payable as follows:
· Up to 19,343,853 Common Shares to shareholders who validly return their acceptance paperwork prior to 21 January 2019. Boku expects these shares to be issued before the end of January 2019;
· 4,631,648 Common Shares and the Warrants to Danal Company Ltd. ("Danal Korea"), the parent company of Danal prior to the Acquisition. Danal is currently obligated to repay to Citibank (USA) a loan of US$8,500,000 and funds from Danal Korea to guarantee this loan are currently being held in escrow with Citibank Korea and will be transferred to Boku following receipt of the regulatory approvals required under Korean law, at which point the Common Shares and Warrants will be issued to Danal Korea. Boku expects this loan to be cleared and the shares and warrants to be payable to Danal Korea before the end of June 2019; and
· Up to 2,724,499 Common Shares that are currently subject to holdback for 12 months to satisfy any potential indemnification claims.
With the exception of 1,930,414 Common Shares which are subject to an Orderly Marketing Arrangement, fifty percent of the Common Shares issued as part of the Initial Consideration are subject to a lock-in until 30 June 2019 and fifty percent are subject to a lock-in until 31 December 2019. Following the Acquisition, Jon Prideaux, Mark Britto and Paul McGuire will also be subject to the same lock-in terms in respect of their entire Boku shareholdings with the exception of any share sale which may be required to meet income tax liabilities on the vesting of Restricted Stock Units.
A further announcement will be made by the end of January 2019 detailing shares that have been issued as part of the Initial Consideration and application will then be made to the London Stock Exchange for admission to trading on AIM of those shares.
Definitions used in this announcement are the same as those used in the announcement released by the Company on 6 December 2018.
Enquiries:
|
Boku, Inc. Jon Prideaux, Chief Executive Officer Stuart Neal, Chief Financial Officer
|
+44 (0)20 3934 6630 |
|
Peel Hunt LLP (Nominated Adviser and Broker) Edward Knight / Nick Prowting
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+44 (0)20 7418 8900 |
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IFC Advisory Limited (Financial PR & IR) Tim Metcalfe / Graham Herring / Heather Armstrong / Miles Nolan |
+44 (0)20 3934 6630 |
Notes to Editors
Incorporated in 2008, Boku is the leading independent direct carrier billing company in the world. Boku's technology enables mobile phone users, of which there are more than five billion worldwide, to buy goods and services and charge them to their mobile phone bill or pre-pay balance.
Boku's platform connects its customers, including Apple, Google, Facebook, Microsoft, Spotify and Sony, with billing, identity and sales systems of mobile network operators. The Group's technology makes a consumer's mobile phone number a convenient and secure payment method, providing an alternative to credit and debit cards. By using Boku, merchants take people with mobile phones and make them paying users.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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