REGULATED INFORMATION – INSIDER INFORMATION
Crescent finalizes the acquisition of Remoticom
Leuven, Belgium – 27 December 2021 – 18h – Crescent (EURONEXT: OPTI; OTC: OPNVY)
Crescent confirms the acquisition of 100% of the shares of Remoticom Holding BV on 24 December 2021. The debts arising from this acquisition to two shareholders of Remoticom, namely Van Zele Holding NV and Global Innovator BV (shareholders for 49% and 51% respectively), will be largely contributed to the capital of Crescent NV. An extraordinary general meeting of shareholders will be convened for this purpose.
The total acquisition price for the shares amounts to EUR 4 million including an earn-out provision running for the next four years. Of this acquisition amount, EUR 360,000 will be paid in cash and the extraordinary general meeting of shareholders will be asked beginning of next year to approve a capital increase in order to contribute the remaining amount to the capital of Crescent NV at EUR 0.026 per share. At the same time, other debts to reference shareholders amounting to EUR 1.7 million will also be contributed, so that the total capital increase will add up to EUR 5.3 million by issuance 205 million new shares. Through this capital increase Van Zele Holding will strengthen its current holdings of 28.5% in Crescent to almost 32%.
Remoticom is an Internet of Things pioneer, developing and manufacturing smart sensors and Internet of Things (IoT) solutions that contribute to a safer, more sustainable and more comfortable living environment. Crescent expects Remoticom to increase group revenues by more than 20% year-on-year and to deliver a double-digit EBITDA contribution.
The current CEO and reference shareholder of Remoticom, Mr. Joost van der Velden, will lead the entire IoT solutions division of Crescent NV. Post this transaction he will own almost 3% of the entire share capital of Crescent NV.
Resulting from this acquisition, Crescent Group increases its competences in the field of sensor technology and communication techniques, thus enabling the company to gain a leading position in the development of integrated IoT solutions for Smart Lighting, Smart City, Smart Building and Smart Industry. Remoticom fits perfectly into Crescent’s strategy of building a broad based IoT integration group on the foundations of former Option.
Linked to the acquisition and integration of Remoticom, Crescent announces the issue of a third put option, under the terms of the capital commitment agreement signed with LDA Capital Limited in January, 2021.
Under the terms of this agreement, LDA Capital will commit up to EUR 10 million in cash within a period of up to two more years in exchange for additional ordinary shares in Crescent.
Completion of the capital increase is subject to LDA Capital Limited subscribing for up to 62,000,000 new shares, which is expected to take place in the first quarter of 2022.
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