AAC Clyde Space AB (publ) (OM:AAC) entered into a sale share and purchase agreement to acquire 100% stake in Spacemetric Ab for SEK 25 million on July 3, 2024. A cash consideration of SEK 8 million will be paid by AAC Clyde Space AB (publ). The consideration consists of common equity of AAC Clyde Space AB (publ) having a value of SEK 8 million to be issued for common equity of Spacemetric Ab. AAC Clyde Space AB (publ) will pay an earnout/contingent payment of SEK 4 million cash and of SEK 5 million in warrants which entitles to subscribe for shares in AAC Clyde Space. The earn-out payment of approximately SEK 9 million is conditional upon the achievement of certain earn-out milestones based on inter alia Spacemetric?s revenue for the financial years 2024-2026. Out of the SEK 9 million approximately SEK 4 million will be paid in cash and approximately SEK 5 million will be paid by issuance of warrants in AAC Clyde Space, which can be exercised for subscription of 106,800 shares in AAC Clyde Space. The exercise price of the warrants for subscription of shares shall correspond to the quotient value of the Company?s shares. The total consideration is SEK 25 million. The purchase price is subject to a post closing adjustment, pursuant to which the cash consideration shall be adjusted. The consideration shares shall be subject to lock-up undertakings for a period ranging from 360-810 days following the first day of trading of the shares and the earn-out shares, which can be subscribed for by exercising the warrants, shall be subject to lock-up undertakings for a period of 360 days following the first day of trading of such shares. For the financial year 2023, Spacemetric reported a turnover of SEK 14.3 million and had a positive net result amounting to approximately SEK 0.817 million and is well positioned for further growth. In connection with closing, the board of directors in AAC Clyde Space will, with support from the authorization granted at the annual general meeting held on May 23, 2024, resolve to issue 188,000 shares and 106,800 warrants to the current shareholders in Spacemetric, entailing a total increase of AAC Clyde Space?s share capital with SEK 589,600 provided that all earn-out milestones are fulfilled and that the warrants are exercised for subscription of shares. Closing of the transaction is subject to customary conditions as well as approval under the Swedish Protective Security Act and is expected to take place during the third quarter of 2024.

PricewaterhouseCoopers AB, Investment Banking Arm acted as financial advisor to AAC Clyde Space AB. Setterwalls Advokatbyrå Ab acted as legal advisor to AAC Clyde Space AB.