YuuZoo Corp. entered into a memorandum of understanding to acquire Contel Corporation Limited (SGX:OJ4) from Laoshan Capital LLP, Invetment Arm, Advance Opportunities Fund, a fund managed by Value Capital Asset Management Private Ltd and others in a reverse merger transaction on January 2, 2013. Contel will issue new ordinary shares as consideration and if the transaction proceeds to completion, it will result in a change in control of Contel. The transaction is subject to definitive documentation which is expected to be signed by February 28, 2013 or such date as agreed. As of February 27, 2013, the Board of Contel Corporation announced that the long-stop date for finalization of the definitive documentation in relation to deal is extended to April 15, 2013. As of April 15, 2013, YuuZoo signed an agreement to acquire Contel Corporation. Upon completion, YuuZoo will become a wholly-owned subsidiary of Contel. As consideration, Contel will issue 1.16 billion shares, representing 85% of the post consolidation share capital of Contel. The subject to completion and the YuuZoo Group achieving profit before tax as set out in its audited consolidated financial statements for the financial year ended December 31, 2014 of not less than SGD 20 million, the YuuZoo shareholders shall collectively be entitled to additional 25 million shares. In connection with the agreement, Contel also propose the consolidation of every 5 shares into 1 share to take effect on or before completion of the acquisition.

YuuZoo Corp. signed a conditional share purchase agreement to acquire Contel Corporation Limited (SGX:OJ4) from Laoshan Capital LLP, Invetment Arm, Advance Opportunities Fund, a fund managed by Value Capital Asset Management Private Ltd and others in a reverse merger transaction on October 3, 2013. Under the revised terms of agreement, YuuZoo will receive 981.76 million shares. Post closing, YuuZoo stakeholders will hold approximately 82.87% of the enlarged share capital. YuuZoo will pay a break fee equivalent to 3% of the value of the competing offer to Contel Corporation Limited.

The transaction is subject to consummation of due diligence investigation, exercise of YuuZoo options, approval by shareholders and Board of Directors of YuuZoo and Contel, approval regulatory board, subject to court approval and consummation of reverse stock split of shares. The transaction is expected to close by December 31, 2013. As on March 31, 2014, the Long-Stop Date was extended from March 31, 2014 to June 30, 2014 (or such other date as the parties may agree in writing), subject to the W Corporation's receipt of the SGX-ST's approval-in-principle for the proposed exchange by no later than April 30, 2014 (or such other date as the parties may agree in writing); and where completion fails to take place and thereafter YuuZoo Stakeholders (or YuuZoo) accept a competing offer prior to October 1, 2014, as opposed to the originally agreed six month- period after completion fails to take place and the termination of the share purchase agreement, YuuZoo stakeholders undertake to pay and/or shall procure YuuZoo to pay a break fee equivalent to 3% of the value of the competing offer to W Corporation in similar form as the consideration of the competing offer, provided always that non-completion was not due to the default of W Corporation.

As of May 29, 2014, Contel has obtained the in-principle approval from the Singapore Exchange Securities Trading Limited in respect of inter alia the proposed exchange. As of June 12, 2014, the terms of the share purchase agreement were amended. Pursuant to such change of consolidation ratio, the issue price will be adjusted from SGD 0.50 per consideration share to SGD 1 per consideration share. The transaction was approved by shareholders of W Corporation on July 23, 2014.

As on May 20, 2013, Contel appointed Macquarie Capital (Singapore) Pte. Limited and Provenance Capital Pte. Ltd as the financial advisors and Houlihan Lokey (China) Limited as the independent valuation advisor for the transaction. Stamford Law Corporation acted as legal advisor to Contel Corp. Wayne Koo and Ng Tian Khean of Waterbrooks Consultants Pte Ltd acted as PR advisors for W Corporation. Gail Ong and James Choo of WongPartnership LLP acted as legal advisor to Macquarie Capital (Singapore) Pte. Limited. Walkers (Singapore) Limited Liability Partnership acted as legal advisor to W Corporation Limited. Nexia TS Public Accounting Corporation acted as accountant to W Corporation Limited. BDO LLP acted as accountant to YuuZoo Corp. Provenance Capital Pte. Ltd. acted as independent financial advisor in the deal. Standard Chartered Bank Singapore acted as principal banker to W Corporation Limited. Oversea-Chinese Banking Corporation Limited acted as principal banker to YuuZoo Corporation. Houlihan Lokey (China) Limited acted as independent valuer in the deal.