Global Invacom talks up combination with Malaysian biometrics firm Tactilis
Global Invacom Group Limited (DI)
3.00p
16:55 02/11/23
Satellite communications equipment provider Global Invacom Group said on Monday that its proposed $200m reverse takeover of biometrics solutions provider Tactilis would create an enlarged technology company, which would open an “exciting chapter” of growth and enhance shareholder value.
Technology Hardware & Equipment
1,920.18
16:30 11/04/24
The AIM-traded firm said Malaysia-based Tactilis manufactured and distributed biometric system-on-card solutions.
Its flagship ‘Tactilis Touch’ management system acted as a medium to authenticate human users, devices and services, deploying sensors that could capture fingerprints at least four times more accurately than competitors, and could also manage facial and iris recognition.
Through the proposed transaction, Global Invacom said it would create value and synergies by leveraging its manufacturing experience and footprint to develop current and future products of Tactilis.
It said it would also leverage on its extensive global customer base and worldwide sales team to assist Tactilis and improve market access, as well as leverage on its public listing status on the Singapore Exchange and the AIM market to raise capital for future expansion.
Global Invacom said it would initially subscribe, in cash, for convertible notes worth $2m for a 2% stake in Tactilis.
That first subscription was priced at a 50% discount to a valuation of $200m, which in turn was at a “significant discount” to the base-case valuation contained in a January 2017 report issued by Frost & Sullivan.
Global Invacom said it would later acquire the remaining 98% stake by issuing 1.80 billion shares priced at 15 Singapore cents per share, worth a total of $196m.
It said it also had the option to subscribe, in cash and again at a 50% discount to the valuation, for another $8m worth of convertible notes for an additional 8% stake, in addition to the initial 2% stake.
Under the agreement with Tactilis, Global Invacom could increase its stake in Tactilis by 1% for every $1m worth of notes subscribed, up to a total of 10%.
The remaining 90% would then be acquired via issue of 1.65 billion Global Invacom shares at 15 Singapore cents per share, for a consideration of $180m.
Global Invacom said the proposed acquisition, if completed, would constitute a reverse takeover for the purposes of the SGX Mainboard Listing Manual and the AIM Rules for Companies.
“The current satellite communications equipment business remains profitable and will remain an important activity of the group even after the proposed acquisition,” said Global Invacom’s executive chairman Tony Taylor.
“Through the proposed acquisition of Tactilis, we can venture into the high-growth, high-tech biometrics security industry.”
Taylor said the fit between the two companies was synergistic, as Tactilis would be able to achieve faster go-to-market because of Global Invacom's existing manufacturing and marketing footprint as well as its access to global capital markets.
“We look forward to shareholder support of this transaction which we are confident will enhance value.”
Subject to the necessary regulatory and shareholder approvals, the group said it expected the acquisition to be completed in the third quarter of 2019.