Update NedGraphics transaction
In October 2014, NedSense enterprises n.v. (“NedSense”) finalized the sale of the NedGraphics division, an important milestone in the transformation of the company to allow full focus on the development of its LOFT division. The sale and purchase agreement (the “SPA”) with the buyer, Constellation Software Inc. (“CSI”) headquartered in Toronto, Canada, was announced in August and the sale was unanimously approved by the extraordinary shareholders’ meeting held on October 7th. The transaction was completed on October 8th at a purchase price of EUR 7,525,000.
On closing, NedSense received an initial payment of EUR 5,883,092 in cash. The holdback amount of EUR 1,641,908 mainly consists of the balance of tangible assets and liabilities as agreed in accordance with the SPA (the outcome of such calculation the ‘NTA Amount’) while the remaining amount is meant to cover any claims CSI may have under the SPA.
The SPA provides for a mechanism to finally determine the NTA Amount. NedSense and CSI are currently not in agreement about the final NTA Amount. If NedSense and CSI do not agree on the NTA Amount by April 4, 2015, the matter will be referred to an independent expert who will determine the final NTA Amount.
NedSense management expects a pay-out ranging from EUR 150,000 to EUR 500,000 of the holdback, however should the independent expert determine the NTA Amount to be equal to CSI’s determination thereof, CSI will be entitled to retain the Holdback Amount.
Based on management’s expectation of a holdback pay out of EUR 400,000, NedSense has incurred a loss on disposal of the NedGraphics division in the amount of approximately EUR 1,221 thousand. This information is provided in addition to the 2014 half year report and based on the September 30th, 2014 closing balance sheet.
Proceeds of the transaction will be used to reduce debt and further invest in LOFT to enter new markets and in order to stay ahead of competition.
About NedSense enterprises n.v.
The NedSense portfolio is focused on the unique 3D customer experience solution LOFT. The LOFT suite allows brands to combine the physical stores with the virtual world, by creating a 3D virtual playground from a photograph of a room. LOFT is the ultimate Customer Experience Engine that allows customer to experience the brand’s products in 3D, placed in their own room, at a location of their choice at any time on any device.
NedSense is listed on NYSE Euronext Amsterdam [NEDSE]. More information is available on www.nedsense.com and www.loft-nedsense.com.
February 19, 2015 13:45