BASIS ID is an ID-verification company that is a leading provider of ID-verification, KYC and AML software. Through the acquisition of the three entities,
The transactions in brief
- The transactions are in line with ZignSec’s previously communicated strategy to perform complementary acquisitions to establish a stronger industry position.
- The transactions are expected to result in an increasingly diversified business model with recurring revenues.
- The consideration for 70 percent of the shares in the
BASIS ID Group amounts toUSD 1.2 million , equivalent toSEK 10,392,000 [1], to be paid at closing (the “Upfront Consideration”)USD 600,000 , equivalent ofSEK 5,196,000 , of the Upfront Consideration will be paid withZignSec shares (the “Consideration Shares”), based on the Volume Weighted Average Price (“VWAP”) on Nasdaq First North Growth Market for the 20 consecutive trading days preceding this announcement (excluding today’s trading) equal toSEK 17.5 perZignSec share.- 25 percent of the Consideration Shares will be subject to a 3-month lock-up and 75 percent subject to a 1-year lock-up from the date of completion of the transactions.
USD 600,000 thousand , equivalent ofSEK 5,196,000 , of the Upfront Consideration will be paid in cash.
- The transactions also include a call option for
ZignSec to acquire the remaining 30 percent of the shares in BASIS ID (“Call Option”). The exercise price equals the highest ofUSD 1 million or 1x the net sales of the company during a period consisting of the last 12 months. The exercise period runs from closing of the transactions toDecember 31, 2023 .
- Completion of the transactions are subject to customary conditions and closing is expected to take place during the fourth calendar quarter 2020.
Background and rationale
BASIS ID is an ID-verification company based in
- Identity verification platform
- Sanctions, adverse information
- PEP Legal Entity Verification (KYB)
- eIDs and governmental ID registries
BASIS ID has a wide product offering that will be added to and complement ZignSec’s current product offering. BASIS ID has an experienced team of 12 employees with extensive experience in corporate development, sales, product development and eGovernment. The company is rapidly growing while maintaining high profitability and remaining debt free.
Purchase Price, Call Option, Lock-Up Period
The upfront purchase price of
25 percent of the Consideration Shares will be subject to a 3-months' lock-up period and 75 percent are subject to a 1-year lock-up period from the date of completion of the Transaction.
The transactions also include a call option for
Issue of Consideration Shares
The board of directors of
Based on the FX rate USD/SEK of
The Consideration Shares are issued at a price of
Closing of the transactions
Closing of the transactions are subject to customary conditions and closing is expected to take place during the fourth calendar quarter 2020.
Advisers
Eversheds Sutherland is acting as legal counsel to
For further information, please contact:
Phone: +46 8 121 541 39 timm.schneider@zignsec.com
Alexander Albedj, Chairman
Phone: +46 76 221 30 75 alexander.albedj@zignsec.com
About
Nasdaq First North (ZIGN)
Certified Adviser:
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[1] All conversions from USD to SEK in this press release is made with the exchange rate USD/SEK (
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