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2022-02-28 07:00:00
Oslo, 28 February 2022. Reference is made to the stock exchange announcement on
25 November 2021 by DLT ASA ("DLTx" or the "Company") regarding entering into a
letter of intent to acquire US-based DSM Tech Enterprises LLC. DLTx has entered
into a share exchange agreement (the "DSM SEA") regulating the acquisition by
DLTx of 100% of the shares of DSM Tech Enterprises Inc. ("DSM") on a fully
diluted basis (the "DSM Acquisition").
DSM holds shares in Afton Blockchain LLC (49.9%), FilTech SPV LCC (50%) and
Midwest Blockchain Inc. (51%). DLTx has also entered into share exchange
agreements (the "SPV SEA's") with the external investors of each of these
entities regulating the acquisitions by DLTx of 51.1% of the shares of Afton
Blockchain LLC, 50% of the shares of FilTech SPV LCC and 49% of the shares of
Midwest Blockchain Inc., respectively, on a fully diluted basis (the "SPV
Acquisitions" and, together with the DSM Acquisition, the "Acquisitions"). DSM
also holds shares in other SPV's, which are either wholly owned by DSM or
jointly owned with DLTx and therefore not part of the SPV Acquisitions.
About the DSM Acquisition
Pursuant to the DSM SEA, the shares in DSM will be acquired in exchange for
10,000,000 new consideration shares of DLTx valued in aggregate at NOK 81
million (the "DSM Consideration Shares"). Simon Campbell and OptOut Digital LLC
(the "Management Shareholders") are further, subject to the fulfilment of
certain conditions, entitled to an earnout amount 12 months following completion
of the DSM SEA, either in the form of an additional cash consideration of
maximum USD 1,000,000, or 6,000,000 additional consideration shares of DLTx,
depending on further specified conditions.
Subject to approval by the Company's annual general meeting in 2022, the Company
shall grant in total 2,500,000 share options in the Company to employees of DSM,
of which 1,000,000 share options to each of the Management Shareholders, with a
strike price per share option equal to the prevailing market price of the
Company's shares at the time of the grant. The share options will vest with 1/3
on the first, second and the third anniversary of the date of completion of the
DSM SEA and expire 39 months after such completion date. The share options shall
otherwise be subject to the terms and conditions of the Company's existing share
option program.
The Management Shareholders have agreed not to sell or otherwise dispose of
their shares in DLTx (including the DSM Consideration Shares, the additional
consideration shares pursuant to the earnout (if any), any shares acquired
pursuant to the share options and any shares acquired prior to the date of the
DSM SEA) for a period of 18 months after the completion date of the DSM SEA,
subject to certain exceptions. The remaining sellers in the DSM Acquisition have
agreed not to sell or otherwise dispose of their shares in DLTx (including the
DSM Consideration Shares and any shares acquired prior to the date of the DSM
SEA) for a period of 6 months after the completion date of the DSM SEA. The
Management Shareholders have further, subject to customary terms and conditions,
agreed to a non-compete with DLTx for a period ending two years after the
completion date.
The Management Shareholders have also agreed to enter into new employment or
consulting agreements with DLTx.
About the SPV Acquisitions
Pursuant to the SPV SEA's, the 51.5% of the shares in Afton Blockchain LLC will
be acquired in exchange for 1,700,000 new consideration shares of DLTx valued in
aggregate at NOK 13.7 million, the 50% of the shares in FilTech SPV LLC will be
acquired in exchange for 500,000 new consideration shares of DLTx valued in
aggregate at NOK 4.05 million and the 49% of the shares in Midwest Blockchain
Inc. will be acquired in exchange for 372,042 new consideration shares of DLTx
valued in aggregate at NOK 3,013,540, respectively (together, the "SPV
Consideration Shares" and, together with the DSM Consideration Shares, the
"Consideration Shares").
All sellers under the SPV SEA's have agreed not to sell or otherwise dispose of
their shares in DLTx (including the SPV Consideration Shares and any shares
acquired prior to the date of the SPV SEA's) for a period of 6 months after the
completion date of the SPV SEA's.
Completion of the Acquisitions
Completion of the Acquisitions is subject to certain terms and conditions,
including, but not limited to, (i) that the Company's board of directors has
validly resolved to approve the issuance of the Consideration Shares pursuant to
an authorization granted by the general meeting, and (ii) that all required
third parties consents or approvals have been obtained. Completion of the SPV
SEA's is also conditional on, inter alia, the completion of the DSM SEA.
It is expected that closing will take place on or about 1 March 2022.
The Consideration Shares will initially be issued on a separate ISIN awaiting
approval and publication of a listing prospectus. The temporary ISIN of the
Consideration Shares will be converted to the existing ISIN of the Company and
the Consideration Shares will be listed on Oslo Børs following the approval and
publication of the listing prospectus.
Disclosure of large shareholdings
Provided that completion of the Acquisitions takes place, the aggregate holding
of shares, share options, and warrants in the Company held by chairman James
Haft and close associates, will passively fall to 18.59% (rounded) of the
Company's share capital following completion of the Acquisitions. The number of
shares, share options, and warrants held remain unchanged, i.e., James Haft and
Hope for More AS (a company wholly owned by James Haft) own and control in total
11,173,593 shares and votes in the Company, and James Haft holds 1,050,000 share
options and 1,000,000 warrants in the Company, each warrant and share option
giving the right to receive one share in the Company on certain terms and
conditions.
Advokatfirmaet CLP DA, Advokatfirma DLA Piper Norway DA and Zuber Lawler LLP are
acting as legal advisors to the Company in connection with the Acquisitions.
For further information, please contact:
Thomas Christensen, CEO, +47 922 55 444
Andreas Arnesen, Investor Relations Manager, +47 952 55 816
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 4-2 and 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Roger Lund, VP Strategy, on 28
February 2022, at 07.00 CET.