CentralNic Group plc (LON:CNIC) agreement to acquire SK-NIC, the manager of the exclusive country code top-level domain for Slovakia, .SK., was announced on 25th August 2017. Since that date, further to continued negotiation, the structure of the SK-NIC acquisition has changed, with the previous asset purchase agreement lapsing, and a new share purchase agreement (‘SPA’) being entered into on 30 November 2017, pursuant to which CentralNic will acquire the SK-NIC, a.s. legal entity and all associated assets and liabilities. The SPA contains customary warranties and indemnities for a transaction of this type, and puts in place an arrangement which allows for any required recoveries under the SPA to be set off against the deferred consideration payable.
The maximum total consideration for the acquisition remains unchanged at €26.12 million, however the initial cash consideration for the acquisition will now be slightly lower, at €20.27 million (previously €21.27 million), and the deferred cash consideration will now be slightly higher at up to €5.85 million (previously up to €4.85 million), and extended in time to cover a period until 2023. The deferred cash consideration is dependent on SK-NIC attaining defined growth targets over the next three years.
The acquisition, on the revised terms, is expected to complete in the near future.
Trading Update
The Company expects to trade in line with market expectations for the full year to 31 December 2017, after adjusting for a lower than anticipated contribution from SK-NIC as a result of the delayed completion of the acquisition.
Ben Crawford, CentralNic Group Plc CEO, said: “The acquisition of SK-NIC is a major, earnings enhancing acquisition for the Group. Buying a country code top-level domain operator is always complex. We are delighted to be in a position to complete this acquisition, and have already progressed the integration strategy as previously announced.”
