Sensera Limited (ASX:SE1) entered into a mutually executed non-binding heads of agreement to acquire Nanotron Technologies GmbH from Jens Albers and others for AUD 9.6 million on August 14, 2017. As on August 18, 2017, Sensera Limited (ASX:SE1) signed a share purchase agreement to acquire Nanotron Technologies GmbH from Jens Albers and others for AUD 9.6 million. AUD 4.5 million will be paid in cash on completion of the acquisition. AUD 1.04 million will be paid in cash and 3.98 million Sensera shares will be issued on October 31, 2017. AUD 1.1 million will be paid in cash on July 1, 2018. AUD 1.6 million will be paid in cash on October 1, 2018. All of the consideration shares are subject to a 12 month voluntary escrow period with a further 12 month period under which Sensera will have a first right to place the shares in the event Jens Albers or the other vendors wish to sell as well as an ability for Sensera to sell the shares to fund claims under the proposed purchase agreement for Nanotron. The consideration payable is subject to a working capital adjustment. If the working capital of Nanotron is at least 5% above or below a target working capital, the consideration (payable in the third or fourth installment) will be increased or decreased accordingly. Sensera raised AUD 4.6 million under a placement to sophisticated and professional investors. The placement comprises 14.33 million ordinary fully paid shares at an issue of AUD 0.32 per ordinary share. The placement will fund the upfront cash consideration of AUD 4.5 million. Sensera has sufficient cash to meet the deferred tranche of consideration payable on October 31, 2017, totaling AUD 1.04 million. Subject to obtaining shareholder approval to refresh its capital raising capacity, Sensera will seek to raise further capital to fund the balance of any deferred consideration under the acquisition agreement. Post-acquisition, Nanotron will be merged in Sensera. Nanotron reported revenues of €1.6 million (AUD 2.3 million) and EBITDA of €1.5 million (AUD 2.14 million) in 2016. Nanotron leadership team will join Sensera. The deal will add 25 full-time employees to Sensera's existing core team. A formal share purchase agreement will be signed no later than August 21, 2017, with completion of the acquisition to occur as soon possible thereafter. The deal is expected to complete in August 2017.

As of August 18, 2017, the placement to sophisticated and professional investors to raise AUD 4.5 million is due for settlement, the proceeds of which will be used to pay the initial consideration of €3 million (AUD 4.5 million). Completion of the acquisition is anticipated to occur, subject to completing the formalities of notarization and apostle required under German law, on or around August 23, 2017. Henslow acted as financial advisor for Sensera.

Sensera Limited (ASX:SE1) completed the acquisition of Nanotron Technologies GmbH from Jens Albers and others on August 23, 2017. The formality of notarization and apostle has been completed.