Acquisition Of The Synerg Group - Update
ALVIVA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1986/000334/06)
Share code: AVV ISIN: ZAE000227484
ACQUISITION OF THE SYNERG GROUP - UPDATE
Shareholders are referred to the SENS announcement dated 13 June 2019, which provided
that Alviva, through its subsidiary DCT Holdings Proprietary Limited (“DCT”), entered into a
sale of shares agreement to acquire 70% of the issued share capital of SynergERP Proprietary
Limited (“Synerg SA”) (“the Acquisition”).
On Tuesday, 16 July 2019, an addendum to the original sale of shares agreement was
concluded by the parties, primarily to amend the purchase price payable by DCT for the
. The purchase price for a 70% shareholding in Synerg SA, is payable in cash in two
. Payment 1 has reduced to R55.4 million (previously R63.1 million). This payment is
payable on the closing date of the transaction, expected to be on Friday, 19 July 2019
. Payment 2 is calculated with reference to a price formula being:
o (the actual after tax profits achieved by Synerg SA and its subsidiaries
SynergIT (Pty) Limited and Synerg300 (Pty) Limited, in respect of the
financial year ending 31 December 2019, multiplied by a PE of 8.7 and
multiplied by 70%) less Payment 1.
Payment 2 will be made on the completion of the 2019 audited accounts.
. The maximum purchase price payable by DCT in respect of the 70% acquisition of Synerg
SA is R108 million.
. Although the total purchase price payable in terms of the original and the revised
transaction may yield similar results, the new transaction structure put more weighting
on future performance than the previous structure.
The acquisition of Synerg SA will be effective from 1 July 2019. The last of the conditions
precedent to the Acquisition has been fulfilled on Tuesday, 16 July 2019. The Acquisition will
be implemented on the Closing Date.
Save as disclosed above, there has been no significant change and no significant new
matter that has arisen since publication of the previous announcement.
17 July 2019
Legal Adviser: Tugendhaft Wapnick Banchetti and Partners
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Date: 17/07/2019 09:46:00
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