St. Ives PLC Update to Purchase Agreement with Solstice (4905S)
October 03 2017 - 2:02AM
UK Regulatory
TIDMSIV
RNS Number : 4905S
St. Ives PLC
03 October 2017
3 October 2017
St Ives plc
("St Ives" or the "Group")
Update to Purchase Agreement with Solstice Consulting LLC
St Ives, the international marketing services group, has today
agreed to vary the terms of its agreement ("the Purchase
Agreement") to acquire Solstice Consulting LLC ("Solstice"),
entered into in March 2015.
Solstice, which operates as a subsidiary of St Ives, is a
Chicago based digital consultancy specialising in mobile, robotics,
Internet of Things and the Cloud, founded by J Schwan, who remains
in the business today as CEO.
Since the acquisition, exchange rates for Sterling into US
Dollars have fallen significantly and much more than either party
envisaged. As a result, the Board believes that a variation to the
Purchase Agreement is fair and reasonable at this time, in order to
maintain a strong incentive to the management of Solstice to
maximise EBITDA during and beyond the Deferred Payments
periods.
As a result, St Ives has agreed to increase the maximum
consideration payable to Solstice under the three year earn-out
arrangements by up to GBP3.4 million to a maximum consideration
payable of GBP53.4 million. Any further consideration over and
above the GBP31.7 million (in aggregate) already paid, will be
dependent upon Solstice's incremental profit performance for the
year ending 31 December 2017 and will be satisfied in cash and
shares.
The variation to the Purchase Agreement is a related party
transaction and needs to be announced under Listing Rule
11.1.10R.
- Ends -
For further information contact:
St Ives plc 020 7928 8844
Matt Armitage, CEO
Brad Gray, CFO
MHP Communications 020 3128 8100
Tim Rowntree/ Giles Robinson / Luke Briggs
This information is provided by RNS
The company news service from the London Stock Exchange
END
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