The Directors of Qanda Technology Limited (QNA) are pleased to announce the Company has entered into a binding share sale agreement to divest its 100% interest in the WebSpy business unit comprising the Australian, US and UK subsidiaries and the IP to the WebSpy software on a going concern basis.
The company recently received an unsolicited approach to divest the WebSpy business unit and negotiations have been successfully concluded with US based Fastvue, Inc. The Company will receive a minimum consideration of A$1,050,000 as follows:
- A$800,000 in cash.
- Any Net Operating Assets surplus on the consolidated WebSpy Balance Sheet at settlement payable in cash.
- A Deferred Consideration of up to a further A$250,000 based on the following formula: if, on each six (6) month anniversary following the Settlement Date (each a Half YearlyDate) the total Revenue for the previous six month period from the sale, licensing,renewal or upgrade of WebSpy Products by any means whatsoever, equals or exceeds AUD$525,000, then 35% of the portion of any Revenue that exceeds AUD $525,000 (exclusive of GST or sales taxes) shall be paid to the Vendor by the Purchaser within 14 days of the relevant six monthly period, and shall continue in perpetuity until the Total Deferred consideration payable to the Vendor has been paid in full. Deferred Consideration Payments shall continue on an ongoing basis until such time as the Deferred Consideration has been paid in full.
In reviewing the initial offer and the alternatives as to the ongoing ownership of WebSpy, The Directors have unanimously agreed that all resources should be applied to the continuing expansion of the Marketboomer business.
It is the Directors opinion that the offer and overall consideration reflect a fair value for the WebSpy business based on comparative transactions for similar businesses, and the sale proceeds will bolster the Company’s cash resources. This will enable the company to focus its efforts solely on its Marketboomer business which is showing encouraging growth signs and prospects, especially given the recent release of the new Purchase Plus product and opportunities in South East Asia and China progressing well.
The Directors have consulted with ASX on the sale of the Webspy business unit, who have confirmed that shareholder approval is not required. The binding offer is subject to final diligence and various conditions precedent in the Share Sale Agreement, however the Directors anticipate settlement of the transaction to occur within the next 7 days.
