(Tiper Stock Exchange) – ConstructionAcrobatics, company specializing in exterior renovation works, following the Binding Agreement signed on March 2, 2023, informs that the Closing of the acquisition transaction of 51% of the share capital of the company Enigma Capital Investments LLC from the shareholders took place today sellers (Enigma Capital), holding company incorporated under UAE law based in Dubai, at the head of a group active in the Middle East in the construction sector, “rope access”, cleaning services for residential and commercial buildings, as well as certain facility services management.
Under the agreements, the Company paid an amount of AED 19,803,928 (at the exchange rate of March 20, 2023 equal to approximately Euro 5 million), equal to 70% of the agreed purchase price of a total of AED 28,291,327 (at the exchange rate of March 20, 2023 equal to approximately Euro 7.2 million) (the Price Provisional). It should be remembered that pursuant to the Binding Agreement, a post-closing adjustment mechanism is envisaged for the Provisional Price, should the net financial position of Enigma Capital calculated as of today’s date be different from that conventionally used to determine the Provisional Price.
The remaining part of the Provisional Price, equal to 30% of the same, will be paid in cash to the sellers only in the event that the main operating companies of the Enigma Capital group reach certain targets in terms of net profit during the current 2023 financial year. Even at in this regard, an adjustment mechanism is envisaged in the event that these result targets are not achieved.
At the same time as the completion of the acquisition, shareholders’ agreements were signed between the Company and the selling shareholders aimed at regulating the governance of Enigma Capital, the subsidiaries and the circulation of shareholdings. Furthermore, in order to contribute as much as possible to the growth of the Enigma Capital group, the selling shareholders have undertaken five-year lock-up commitments starting from today’s date, as well as specific non-competition obligations, pursuant to which they they will continue to perform a strategic-management function within the same even after the closing of the operation.
ACROBATICA was assisted in the transaction by Emintad Italy as financial advisor, by LCA Studio Legale for capital markets profiles under Italian law, and by Diacron Consultants DMCC for aspects relating to accounting and tax due diligence.