Digital media company migme has confirmed it is selling its underlying business to US-based investment group Solaris Power Cells in an all-scrip deal.
ASX-listed, Singapore-headquartered migme said Solaris would wholly acquire the target’s wholly owned subsidiary Project Goth Inc, which owns migme’s Singapore and Taiwan operating companies including all of its intellectual property, in exchange for nearly 5.1 billion Solaris shares.
Solaris will also issue a further 4.1 billion shares under an employee share options scheme.
The buyer is a diversified holding company focused on the acquisition and management of undervalued digital media assets.
The deal is conditional upon migme completing a $US1.5 million convertible note financing agreement, which will be issued by Project Goth investors.
“Following the transaction, migme’s key employees and associates may be issued up to 20 per cent of the fully-diluted issued capital in Solaris through the ESOP and migme and the convertible not holders will have 25 per cent of the Solaris fully diluted capital,” migme said today.
“The final details of the transaction will be described in a forthcoming notice of meeting.”
The ASX-listed migme entity will remain on the register and retain a Solaris shareholding while “seeking to pursue other opportunities”.
Chief executive Steven Goh said that, if approved, the deal was expected to close before the end of June.
“The proposed transaction provides migme shareholders with a transition to an exchange with global technology growth companies and a clear peer group to be valued against,” he said.
“migme shareholders will have an indirect exposure to the US equity market where many of our Asian peers are listed and benefit from the deep understanding of the technology ecosystem to drive value.”
migme shares have been suspended from trade since February, and were last worth 4.4 cents each.
