Cell Cube Announce - Enerox GmbH11 Dec 2019 07:52
Part 1
CellCube Energy Storage Systems Inc. (“CellCube” or the “Company”) (CSE:CUBE), wishes to announce that it has signed a term sheet setting out the main terms and conditions on, and subject to which, a consortium of investors led by Bushveld Energy, a wholly owned subsidiary of Bushveld Minerals, (the “Bushveld Consortium”) would be willing, in principle, to acquire the entire issued share capital of Enerox GmbH (“Enerox”) from CellCube Energy Storage Systems Inc. (the “Seller”).
Highlights
The Bushveld Consortium has been granted exclusivity until the end of February 2020 to complete due diligence and negotiate definitive acquisition documents. The transaction will, if completed, see the Bushveld Consortium acquire the entire issued share capital of Enerox GmbH (“Enerox”) from the Seller for a total sum of €11,000,000, and a working capital financing for Enerox of €1.5 million. The transaction is structured in three parts:
Pursuant to the signing of the Term Sheet, The Bushveld Consortium will pay the Seller €300,000, which the Seller will in-turn contribute to Enerox as a surplus capital contribution for Enerox to fund its short terms working capital requirements.
An initial sale and purchase agreement (the “Initial SPA”), to be signed as soon as reasonably practicable after the signing of the term sheet, whereby the Bushveld Consortium would purchase 24.90 per cent of the share capital of Enerox (the “Initial Shares”) for a sum of €150,000, and contribute an additional sum of €1.2 million, in surplus capital contributions for working capital purposes to be paid as follows:
€300,000 immediately upon becoming a shareholder in Enerox;
€300,000 by 1 December 2019;
€300,000 by 1 January 2020; and
€300,000 by 1 February 2020.
A subsequent sale and purchase agreement (the “Main SPA”), subject to a technical, legal and financial due diligence, which will provide for the purchase of the remining 75.1 per cent of the shares of Enerox for a further consideration of €10.85 million, comprising:
€8.35 million payable upon completion of the Transaction. Up to €2.0 million of this consideration can be paid, at Bushveld’s discretion, in Bushveld Minerals shares (priced at the lesser of the 10-day volume-weighted-average-price prior to, or the price on, the 4th day before closing). It is intended that the Main SPA and other principal transaction documents will be signed on or before 31 December 2019, with completion to occur as soon as practical thereafter.
An additional deferred consideration of €2.5 million payable by the Bushveld Consortium to the Seller over 30 months comprising €500,000 payable every six months starting in June 2020 (the "Deferred Consideration").
The Seller will ensure that Enerox is debt free at transaction closure.
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