IMImobile, a global cloud communications software and solutions provider, has to confirmed that it has completed the Tender Offer for the acquisition of 3CInteractive Corp, details of which were announced on 24 July 2019.
As of the expiration of the Tender Offer on Friday, August 23, 2019, a total of approximately 99.5% of the shares in 3C were validly tendered and accepted by IMImobile for payment in accordance with the terms of the Tender Offer.
As previously announced, $10m (£8.1m) of the Total Consideration of $53.2m (£43.3m) will be deferred for up to two years (“Deferred Consideration”). Selling shareholders representing in aggregate approximately 24.5% of the shares in 3C who were unable to demonstrate accredited investor status will, pursuant to the terms of the Merger Agreement, receive Deferred Consideration in cash instead of Consideration Shares. The balance of the Deferred Consideration will be satisfied through the issue of up to 1,937,146 Consideration Shares.
The Acquisition will be completed through a second-step merger which will result in each remaining share in 3C not purchased in the Tender Offer being converted into the right to receive the consideration provided in the Merger Agreement. Upon completion of the merger, expected to complete within two business days, 3C will become a wholly-owned subsidiary of IMImobile.
Jay Patel, CEO of IMImobile, commented: “We are pleased to complete the Acquisition which brings complementary product capabilities and a blue-chip customer base with significant opportunities to cross and upsell IMImobile’s enterprise CPaaS product set. We welcome 3CInteractive to IMImobile and are excited by the opportunities provided as a combined Group”.
As a result of the acquisition, IMImobile will also gain direct SMS short code connectivity to all major US and Canadian carriers, which is very difficult to achieve organically making 3C a highly strategic asset.
The acquisition will accelerate IMImobile’s growth strategy and further strengthen the Group’s position in North America, the largest addressable market for the Group’s software.
3C is a pioneer for deployment of RCS solutions. The Acquisition provides IMImobile with an opportunity to establish a global leadership position in the RCS market which is forecast to grow at a CAGR of 40.5% from 2019-2024, with North America comprising the largest market share.