OTI Greentech AG (DUSE:NSAK) signed a term sheet to acquire KMI Cleaning Solutions, Inc. from its two founders on May 16, 2019. OTI Greentech AG reached an agreement in principle to acquire KMI Cleaning Solutions, Inc from its two founders on September 18, 2020. OTI Greentech AG entered into a Heads of terms agreement to acquire KMI Cleaning Solutions, Inc. from its two founders for $6.4 million on October 15, 2020. As of May 16, 2019 under the terms of the transaction, payment for acquisition is to be made by way of issuing new shares in OTI Greentech AG. OTI Greentech AG will acquire 50% stake each from the two founders. As of September 18, 2020 OTI will prepare a term sheet with the exact terms and conditions of the acquisition, with the purchase price to be paid in cash and shares. It is foreseen that part of the purchase price will be paid in shares only after certain performance criteria have been met in 2023. As of October 15, 2020 under the terms of consideration, purchase price include cash component of $2.6 million to be paid in part through a preferential profit distribution of KMI's earnings to KMI's owners over the next three years and issuance of OTI shares for a value of $2 million. The remainder of the consideration will be contingent upon achievement of certain profit targets and will be settled through issuance of OTI shares. As of July 30, 2021, OTI Greentech AG entered into a binding agreement to acquire KMI Cleaning Solutions, Inc. The purchase price includes a cash component of $2.762 million, of which $1.120 million is due at the time of acquisition. The remaining amount will be paid in variable installments over time. In addition to the cash component, another 2,996,095 shares will be issued as part of capital increase through contributions in kind. A value per share of $1.4 (€1.18) was agreed. After completion of the capital increase, the owners of KMI will become significant shareholders of OTI. As of February 4, 2021, the Executive Board of OTI Greentech adopted a resolution, approved the Supervisory Board, to implement a cash capital increase by way of a rights issue. The gross issue volume amounts to up to around $2.59 million (€2.18 million), with the largest portion being earmarked for financing the acquisition of joint venture partner KMI Cleaning Solutions Inc. Post completion of the transaction, KMI will continue as a subsidiary of OTI and function as an independent venture and the existing joint venture will be discontinued.

The key managers and founders of KMI will continue to hold leading positions at KMI and will be supported by John Kisalus, Chief Executive Officer of OTI. The transaction is subject to the completion of the conversion into shares of all convertible bonds issued by OTI Greentech. OTI Greentech AG goal is to complete the acquisition in 2020 after completion of the due diligence. As of October 15, 2020 the transaction is expected to consummate on January 1, 2021. As of July 20, 2021, the legal implementation and closing of the acquisition is expected by the end of August 2021.