Belluscura PLC on Tuesday said it had agreed to buy TMT Acquisition PLC in all-share deal valuing the latter at £5.8 million.
Under the terms of the offer, TMT shareholders will receive three Belluscura shares in exchange for every four held in TMT.
Belluscura said based on its closing share price of 28.0 pence on Tuesday, this would value each TMT share at 21.0 pence, a premium of 24% to TMT’s closing share price on October 2.
Shares in Belluscura closed down 0.4% at 27.89 pence each in London on Tuesday. Shares in TMT Acquisition closed down 7.7% at 16.15 pence.
On October 3, Belluscura and TMT said they had struck a deal which valued TMT at £6.0 million. After completing due diligence, the terms of the agreement were then revised in a statement released last Wednesday. The altered structure was reflected in the terms announced today.
Adam Reynolds, chair of Belluscura, said: ‘I regard the all share offer for TMT Acquisition as highly compelling as, in combination with Belluscura’s recent fundraising, it provides the funding for Belluscura to execute on its burgeoning sales pipeline and meet planned growth through to it becoming cash flow positive, creating considerable value for all stakeholders of both TMT Acquisition and Belluscura.’
Paul Tuson, the independent director of TMT Acquisition, said: ‘I am delighted to have agreed terms with Belluscura which result in TMT Acquisition shareholders receiving a premium to the cash value per TMT Acquisition.’
‘While this is not without its risks, it offers potential for significant upside,’ he added.
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