Shape Robotics has today signed a Heads of Terms to acquire all shares in the Romanian technology company Video Technic Systems (“VTS”). The Definitive Agreement is expected to be signed before September 9th, 2022.
Shape Robotics acquires VTS to increase the capability to deliver turnkey EdTech solutions in Central and Eastern Europe.
VTS has 12 employees and had a turnover of almost the equivalent of DKK 27 m in 2021 with a profit of more than DKK 1 m.
The purchase price amounts to approximately € 1.25 m and will be fully paid by delivery of new shares in Shape Robotics A/S issued at market price, which implies that the share capital in Shape Robotics will be increased with approximately 535,000 shares. Issuance of the new shares will be made by applying part of the authority granted to the board in Section 4.2 of the Articles of Association.
The acquisition is for accounting purposes effective upon signing Definitive Agreement and the shares will be issued on or immediately after closing of the transaction, which is expected to be latest October 30, 2022. Closing of the transaction is subject to fulfilment or waiver of customary conditions, primarily obtaining relevant authority approvals in Denmark and Romania. The predominant part of the purchase price in the form of the newly issued shares in Shape Robotics A/S will be placed in escrow and released after finally approved audited financials for 2022, with an option for Shape Robotics A/S to revoke the acquisition if the audited financials of VTS shows significant deviations compared to the due diligence and financials provided until time of signing Definitive Agreement.