Optima to acquire Chinese scooter brand for $3.2m

Subiaco-based Optima Corporation Ltd has made good on its plans to expand its Vmoto scooter brand, acquiring Shanghai-based scooter and motorcycle company Freedomotor Company Ltd for around $3.2 million.

Optima will acquire 100 per cent of the issued share capital of Freedomotor for a payment of $1.3 million at around January 5, 2007, and another payment of 1.9 million in April 2007.

Optima has agreed to pay further consideration to the vendor equal to Freedomotor's 2007 (calendar year) net profit after tax, forecast at 3.2 million, subject to receipt of audited accounts and shareholder approval.

That payment is to be satisfied through a share issue, with the initial payment for Freedomotor to be funded via a convertible note issue.

The full text of a company announcement is pasted below

A formal Share Sale Agreement signed today has cleared the way for an Australian company to rapidly increase its exposure to the US$27 billion a year worldwide scooter market.

Under the Agreement, listed Australian lifestyle group, Optima Corporation Ltd, will acquire 100 per cent of Freedomotor Company Ltd, an international scooter and motorcycle trading and distribution company with primary operations in Shanghai.

Freedomotor is one of China's largest independent distributors and exporters of motorcycles and scooters while Optima is the global owner of the class-leading Vmoto scooter brand, successfully distributed throughout Australia, New Zealand, the United States and most recently, the U.A.E.

The Freedomotor acquisition will deliver Optima distribution rights into more than 50 countries for motorsports products.

As Australia's largest scooter brand, Vmoto has forecast revenue of $5 million for calendar 2006 from sales of 5,450 scooters and All Terrain Vehicles.

The Freedomotor acquisition will potentially increase that revenue stream tenfold next year and allow Optima to possibly rebrand all Freedomotor products under the Vmoto nomenclature to create a global brand.

The proposed transaction entails the acquisition of 100 per cent of the issued share capital of Freedomoter by Optima. Total consideration payable is US$2.5 million in cash, of which US$1 million is payable on or around 5 January 2007 and US$1.5 million is payable on 3 April 2007.

Further, Optima has agreed to pay further consideration to the vendor equal to Freedomotor's 2007 (calendar year) NPAT, forecast at US$2.5m, subject to receipt of audited accounts for that calendar year ("Deferred Consideration") and Optima shareholder approval.

The Deferred Consideration is to be satisfied through the issue of Optima shares, the issue price to be 80 per cent of VWAP of Optima's shares during the 14 days prior to issue, expected to be around the middle to the end of February 2008.

Optima plans to fund the US$2.5 million cash consideration via a convertible note issue, resulting in no immediate dilution to its existing shareholder base.

"Optima's future is in becoming a totally vertically integrated motorsports distributor into expanding international markets where the uptake in scooter sales has proven and significant growth potential," Optima Managing Director, Mr Blair Sergeant, said.

"We will layer across the Freedomotor network, the same marketing and sales model which has contributed to the outstanding success of Vmoto in Australia as an aspirational hi-tech, fashionable scooter for enthusiasts and commuters alike," he said.

"The Freedomotor acquisition, coupled with Vmoto's alliances with state-of-the-art scooter manufacturers in China - provides the quantum Optima needs to achieve economies of scale, global growth and further product development.

"The Vmoto brand is currently sold in Australia, the United States, New Zealand and the U.A.E. but this acquisition will allow Optima to launch it into additional international markets immediately."

Freedomotor has more than 80 clients in Europe, Australia, North America, South America and South Africa. Its product mix includes petrol/hybrid/electric scooters, various category motorcycles, ATVs and hi performance off-road karts.

Mr Sergeant said Freedomotor had forecast turnover for the 12 months to 31 December 2006, of US$21 million (A$26.8 million) on annual sales of approximately 28,000 units, and is expected to climb nearly 70% next year. US$18.5 million has already been recorded up to 30 November 2006.

"Further, Freedomoter is forecasting sales of US$35 million (A$44.7 million) for calendar 2007, and US$45 million for 2008. This would produce forecast consolidated revenues for Optima approaching A$50 million for the year ended 30 June 2008," he said.

Mr Sergeant said these projections did not include any upside from Optima's recently announced exclusive distribution agreement with the Dubai-based The Sharaf Group, potentially opening up access to lucrative Middle East markets.