SHENZHEN, China, Dec. 30, 2015 /PRNewswire/ -- SGOCO Group, Ltd.
(NASDAQ: SGOC) ("SGOCO" or the "Company"), a company focused on
product design, distribution and brand development in the Chinese
display and computer product market, today announced the
acquisition of 100% of the issued share capital of Boca
International Limited. ("Boca"), a private holding company
incorporated in Hong Kong, from
its sole legal and beneficial owner - Richly Conqueror Limited (the
"Vendor"), which develops and manufactures Phase Change Material
(PCM-TES) storage system in designs and applying on cooling and
heating system.
Boca Phase Change Material (PCM-TES) storage system is
completely environmentally friendly and can be used for more than
ten years. It is a both cooling and heating system that allows to
save more than 50% of energy, which is one of a kind in the market.
Electricity consumption is 75% less than the current central
air-conditioning units in the market. Boca fully supports energy
saving to help control the greenhouse effect and assist cooperation
to achieve maximum economic
benefit. Additionally, Boca is expecting more than 7,000 projects
in the US and over 8,000 new and modifiable projects in
China and South East Asia in the near future. Boca,
along with its Phase Change Material (PCM-TES) storage system, was
valued at approximately USD50 million
by an independent third party appraiser.
SGOCO International (HK) Limited, the Company's subsidiary
incorporated in Hong Kong (the
"Purchaser") entered into a Share Sale and Purchase Agreement (the
"SPA") with the Vendor pursuant to which it will acquire all of the
issued share capital of Boca (the "Sale Shares"). The total
consideration of the Sale Shares includes USD52 million in the form of cash, plus 19.0% new
shares in SGOCO (as enlarged by the issuance) or 3.4 million new
shares. Under the SPA, closing of the SPA shall take place on or
before December 31, 2015.
Payment of the Sale Price is secured by (i) a mortgage of 100%
Sale Shares to the Vendor and/or other assignee, (ii) a delivery of
Boca's security interest of receivables, cash, and advance payment
of the suppliers to the Vendor and/or other assignee before the
last day of the accounting period, the total amount of which is
equivalent to the Sale Price, and (iii) a guarantee made by the Purchaser to
never promote Boca to liquidate the receivables, cash, and advance
payment from the supplier etc., to ensure the Purchaser has
sufficient funds to make payment to
the Vendor.
The SPA also states that the Vendor has a right of first refusal
for a period of five years that prohibits the Purchaser from
selling, assigning or otherwise transferring any related shares to
a third party, without first offering to sell or transfer to the
Vendor.
The Vendor, Boca technology owner Dr. Richard Chan Kam Biu, is a professional member
of Hong Kong Invention Association and a member of American Society
of Heating, Refrigerating & Air-conditioning Engineers,
Inc. He is an expert in the area of
environmental energy saving and Boca is a company which specializes
in R&D and supply "Thermal Energy Storage System by Phase
Change Material (PCM-TES)", this innovative technology will
dramatically reduce the energy consumption of central chiller and
heating plant. The board of
directors of the Company reviewed the transaction and approved it
by a unanimous vote.
Regarding the acquisition of Boca, Mr. Xie Shi Bin, Chief
Executive Officer of SGOCO commented, "We are excited and looking
forward to abundant business opportunities brought forth through
this acquisition. PCM-TES is the proven technology to install in
new building or modify the existing system includes Ice thermal
Energy Storage System (ICE-TES) in chiller plant. Boca PCM-TES is
the better option to reduce the carbon emissions more than 50% caused by the chiller or
heating plants. For example for a typical 30,000 m2 air conditioned office/hotel
space, the PCM-TES will reduce 2,000 tons of Carbon Dioxide
annually."
About SGOCO Group, Ltd.
SGOCO Group, Ltd. is focused on product design, brand
development and distribution in the Chinese display market,
including computer monitors, All-In-One ("AIO") and Parts-In-One
("PIO") computers and application specific products. SGOCO sells
its products and services in the China market and abroad. For more information
about SGOCO, please visit our investor relations website:
http://www.sgocogroup.com
For investor and media inquiries, please contact:
SGOCO Group, Ltd.
Tony
Zhong
Vice President of Finance
Tel: +86-755-2697-8199 ext:7500
Email: ir@sgoco.com
Safe Harbor and Informational Statement
This announcement contains "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical fact, including, without
limitation, those with respect to the objectives, plans and
strategies of the Company set forth herein and those preceded by or
that include the words "believe," "expect," "anticipate," "future,"
"will," "intend," "plan," "estimate" or similar expressions, are
"forward-looking statements". Forward-looking statements in this
release include, without limitation, the effectiveness of the
Company's multiple-brand, multiple channel strategy and the
transitioning of its product development and sales focus and to a
"light-asset" model, Although the Company's management believes
that such forward-looking statements are reasonable, it cannot
guarantee that such expectations are, or will be, correct. These
forward looking statements involve a number of risks and
uncertainties, which could cause the Company's future results to
differ materially from those anticipated. These forward-looking
statements can change as a result of many possible events or
factors not all of which are known to the Company, which may
include, without limitation, our ability to have effective internal
control over financial reporting; our success in designing and
distributing products under brands licensed from others; management
of sales trend and client mix; possibility of securing loans and
other financing without efficient fixed assets as collaterals;
changes in government policy in China; China's overall economic conditions and local
market economic conditions; our ability to expand through strategic
acquisitions and establishment of new locations; compliance with
government regulations; legislation or regulatory environments;
geopolitical events, and other events and/or risks outlined in
SGOCO's filings with the U.S. Securities and Exchange Commission,
including its annual report on Form 20-F and other filings. All
information provided in this press release and in the attachments
is as of the date of the issuance, and SGOCO does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
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SOURCE SGOCO Group, Ltd.