Kiwi Wi-Fi operator Tomizone is engaged in a reverse takeover aimed at gaining a listing on the Australian Securities Exchange and enabling further expansion for the company.
The deal, announced to the ASX this morning, will see PHW Consolidated, an Australian wine production, marketing and distribution company, acquire the entire issued share capital of Tomizone, in a scrip transaction.
Tomizone says the deal will ‘enable us to accelerate our global expansion through increased sales presence and service delivery, and continued innovation’.
Australia is a key market for Tomizone, which recorded revenue of NZ$5.3 million for the financial year ending 31 March, 2014.
The company was founded in 2006 by Steve Simms and Phillip Joe, and now has more than 20,000 zones under its management, across 108 countries. Its solutions are targeted at accommodation, hospitality, airports, transport, retail and metro Wi-Fi installations.
Tomizone has invested heavily in expanding in Australia, acquiring several Australian companies over the years, and Simms says Australia is the company’s biggest market.
The deal will see Tomizone shareholders receive an initial consideration of 1,813,501,140 fully paid, ordinary shares in the capital of PHW on a pre-consolidation basis, which will rank equally to shares currently on issue.
The implied acquisition price per Tomizone share is yet to be determined but will be a minimum of AU$9 million upon the relisting of PHW excluding any performance share and options.
The deal adds performance consideration of 30,000,000 post-consolidated performance shares in the capital of PHW, comprising equally of Class A Performance Shares and Class B Performance Shares (assuming a minimum consolidation ratio of 40:1, which ratio is yet to be determined and subject to change).
Each performance share converts into one share on Tomizone achieving revenue of $7.5 million for Class A shares and $9.5 million for Class B shares, within the 12 month period to 30 June 2016.
For its part, PHW is required to complete pre-consolidation capital raising of $250,000 and post-consolidation capital raising of at least $5 million, and re-comply with ASX listing rules, among other conditions.