5th Sep 2014 13:14
Subject: SP International, Inc, part of the Hon Hai Group obtained CExchange, LLC 'Membership Interest
Contents:
1. Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield): CExchange,LLC Membership Interest
2. Date of occurrence of the event:2014/09/05
3. Volume, unit price, and total monetary amount of the transaction:
USD10,500,000
4. Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
CExchange,LLC;No relation
5. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
Terms of delivery or payment: to purchase 30% of CExchange, LLC Membership Interest. Valuation of the company is based on nine multiplied by audited EBITDA of the calendar year 2014, with the minimum set at USD35 million and the maximum capped at USD150 million for the valuation threshold.
The payment shall be paid in accordance with the following payment schedule: (A) First Payment: US$10.5M after execution of the contract and the Membership Interest shall be issued upon payment; (B) Second Payment: Eighty percent (80%) of the difference between thirty percent (30%) of the 2014 valuation minus the First Payment; (C) Third Payment: twenty percent (20%) being the remaining balance.
Restrictive covenants: (A) The obligation to make Second Payment and Third
Payment shall be discharged if the company valuation based on 2014 audited
EBITDA is less than USD35M; (B) The obligation to make Third Payment shall be discharged if CExchange's EBITDA in first half 2015 is less than same
period last year
Other important stipulations: Beginning from 2016, SP International, Inc.
has an option to acquire additional Membership Interest up to 60% in
CExchange through 3 option periods.
6. The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
Negotiation ; market conditions; Board of Directors
7. Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
USD10,500,000;30%;none
8. Concrete purpose or use of the acquisition or disposition:
Long Term Investment;formulating business model for consumer electronics
(including trade-in, buy-back and refurbishment)
Related Shares:
Hon Hai Precsn