Boku Inc (LON:BOKU), the world’s leading independent direct carrier billing company, today announced that, further to the announcement on 6 December 2018 that it had agreed to acquire Danal, Inc., a provider of mobile identity and authentication solutions, 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. , 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.