Global Invacom in acquisition of Tactilis which could result in RTO
SINGAPORE (Oct 24): Global Invacom Group has entered into a conditional sale and purchase agreement to acquire 100% control of biometric system designer Tactilis which is valued at US$200 million ($280 million).
The proposed acquisition, if successfully completed, will result in the reverse takeover of the satellite broadcasting solutions provider under Singapore Exchange and London Stock Exchange’s AIM Market listing rules.
Incorporated in Malaysia, Tactilis is in the business of manufacturing and distribution of a proprietary biometric system-on-card solutions. Its main product offering is a biometric central card management system called Tactilis Touch, which serves as a medium of identity authentication between human users and devices.
The largest shareholder of vendor of Tactilis is Trufinger Management whose shareholders are Michael Dean Gardiner, founder and CEO of Tactilis, and David William Martin, SVP Finance of Tactilis.
The consideration for Tactilis’ entire share capital will be between US$190 million-US$198 million.
This will be satisfied using between US$2 million and US$10 million in cash and between 1.65 billion and 1.79 billion Global Invacom shares at $0.15 each.
To satisfy the cash consideration, Global Invacom will subscribe to US$2 million Tactilis convertible notes in two equal tranches. Global Invacom also has the option to subscribe for additional convertible notes of up to US$8 million.
The company will also issue to to four funds under Advance Capital Partners Asset Management Private (ACPAM) redeemable convertible notes with an aggregate principal amount of up to $20 million in separate tranches.
Global Invacom says the proposed acquisition provides the company with an opportunity to acquire an asset with a huge upside potential and also support the company’s application to be removed from the SGX Watch-List.
Global Invacom was placed on the Watch-List on June 5 after recording a volume-weighted average price of less than 20 cents and an average daily market cap of less than $40 million over the last six months. The company has 36 months to correct the situation, failing which it may be delisted.
The proposed acquisition will require the approval of Global Invacom shareholders.
Global Invacom says although the majority of its board of directors have approved the proposed acquisition, convertible notes subscription and RCN issuance, independent directors Cosimo Borrelli and Basil Chan and non-independent director Kenny Sim, a non-independent director, were three members who voted against the trasactions.
Shares in Global Invacom last traded at 6.5 cents, giving it a market cap of $17.7 million.
