CentralNic Group Plc Acquires Business and Assets Of Internet.BS

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CentralNic plc, (AIM:CNIC), the technical platform powering the sale of domain names through online retailers globally, is pleased to announce that it has contracted to acquire the business and certain of the assets of Internet.BS Corp ("Internet.BS"), a leading retailer of domain names registered in The Bahamas, for a maximum consideration of USD 7.5 million.

Internet.BS is one of the world's top thirty domain name retailers (or "registrars"), and it serves a global customer base from 199 countries. It has been trading for eleven years and it is accredited by the global regulator ICANN as well as the numerous operators of country codes including .eu for Europe and .in for India. Internet.BS is a profitable, cash generative business delivering unaudited operating profits and profits after tax of USD 730,000 for the year ending 31 December 2013. The acquisition is expected to be earnings enhancing from day one, excluding transaction costs.

Asset Purchase Agreement

CentralNic and Internet.BS have entered into an Asset Purchase Agreement to transfer the business and certain of the assets of Internet.BS to CentralNic. The assets are principally the customer base, registrar software and goodwill.

In conjunction with the Asset Purchase Agreement CentralNic have retained the services of Marco Rinaudo (Founder of Internet.BS) and Gregg McNair (Chairman of Internet.BS).
 
Consideration

The consideration payable on closing comprises USD 5.2 million of which USD 2.7 million is payable in cash and USD 2.5 million by the issue of 2,090,738 new ordinary shares of 0.1p in CentralNic.  The consideration shares shall be held in escrow for a period of 12 months. Application has been made for the new ordinary shares in CentralNic to be admitted to trading and it is expected that admission will become effective and dealing commence on 20 June 2014. Following the transaction Internet.BS will be interested in 2,090,738 ordinary shares representing 3.42% of the issued share capital of CentralNic.
 
Deferred cash consideration of USD 1.8 million, payable in 12 months, can be adjusted (up and down) depending on the business performance. The maximum deferred consideration payable is USD 2.3 million.