NedSense enterprises n.v (“NedSense”) today announces that Ronglian Investments Limited (“Ronglian”) has informed NedSense that closing of the sale of NedSense’s LOFT division (the “Transaction”) needs to be delayed due to certain regulatory requirements regarding transferring funds from China.
NedSense and Ronglian have agreed and expect to confirm in writing shortly to set the date for closing of the Transaction on 31 March 2016, unless otherwise agreed between NedSense and Ronglian.
Parties have furthermore agreed on an amendment to the working capital purchase price adjustment mechanism contained in the sale and purchase agreement between NedSense and Ronglian (the “SPA“). Initially, the purchase price of EUR 8,000,000 was to be adjusted if the actual working capital of LOFT on the closing date of the Transaction was higher or lower than EUR 500,000 negative. This amount is now amended to EUR 750,000 negative. Accordingly, if the actual working capital is less than EUR 750,000 negative, the purchase price will be lowered by such excess on a euro-for-euro basis. If the actual working capital is higher than EUR 750,000 negative, the Purchase Price will be increased by such excess on a euro-for-euro basis. Current expectation of NedSense management is that the LOFT working capital on the closing date of the Transaction will be approximately EUR 0. If this will indeed be the actual working capital of LOFT on the closing date of the Transaction, the purchase price of EUR 8,000,000 will consequently be increased with EUR 750,000, resulting in an aggregate purchase price of EUR 8,750,000.