Moa Group Ltd (NZX:MOA) entered into conditional agreement to acquire certain assets of Savor Group Limited for NZD 21.8 million on December 20, 2018. Under the agreement, consideration of NZD 13 million will be satisfied via a combination of 60% cash and 40% Moa shares. The parties have agreed to an additional payment of NZD 5.4 million payable in 12-24 months’ time if mutually agreed growth strategies are delivered. This payment will also be satisfied by a combination of 60% cash and 40% Moa shares at the same price determined for the initial settlement. Further there is also provision for additional earnout payments of NZD 0.75 million to NZD 3 million to be satisfied in Moa shares issued at the settlement price if the average EBITDA for the acquired businesses in the next two financial periods is in the range NZD 4 million to NZD 6 million. Correspondingly the base purchase price of NZD 13 million would be reduced by a requirement for the vendors to deliver NZD 0.75 million to NZD 3 million of Moa shares at the settlement price back to Moa for cancellation if the average EBITDA for the acquired businesses in the first two financial years post settlement falls below NZD 3 million. Moa Group will also assume NZD 0.4 million of existing bank debt. Moa Group would acquire Azabu restaurant, Ebisu restaurant, Fukuko bar, Ostro brasserie and bar, Azabu@AFM eatery, Seafarers Club business and Seven bar, The Wreck bar and Super Pizza pizzeria, and Las Vegas bar. The Mission Bay Pavilion business, which is a Savor Group asset, does not form part of this transaction. The transaction is planned to be funded by a mix of bank debt, new equity and the rights issue. As of February 22, 2019, Moa is in the final stages of obtaining an acquisition bank facility for NZD 5.5 million with BNZ and plans to raise approximately NZD 3 million in a private placement. In addition, Moa intends to undertake a NZD 2 million rights issue, with a potential to take up to NZD 1 million of oversubscriptions. The rights issue is expected to launch in March 2019. Lucien Law, founder of Savor Group will become an Executive Director for Moa Group. Long-time shareholder of Savor Group and business partner Paul Robinson will join Law on the board of Moa as an Executive Director. The deal is conditional on shareholder approval, Moa Group arranging finance by obtaining bank facility and conducting a placement and rights issue, receipt of third party consents in late February 2019, key employees signing employment agreements, and relevant authorities grating licenses. A shareholder vote will likely be in early February 2019, which will then be followed by a rights issue. As of March 12, 2019, shareholders of Moa Group approved the transaction. As of March 26, 2019, transaction has become unconditional due to completion of share placement. Settlement is expected by the end of February 2019. As of February 22, 2019, transaction is expected to close on April 1, 2019. Moa expects the acquisition to be accretive to earnings with a contribution of NZD 3.6 million EBITDA in its first full financial year. Post acquisition, Lucien Law will head up the Hospitality (Savor) business as managing director, Paul Robinson will have a shared responsibility for hospitality and head up new ventures, Chief Operating Officer, Malcolm Bloor and Global Sales Director and former General Manager, Gareth Hughes will leave MOA Group, Stephen Smith, currently Strategy & Marketing Director, will be appointed as the Chief Executive Officer of Moa Brewing Ltd., a group CFO will be appointed to manage financial, governance and commercial aspects across the newly formed group. Foster Capital NZ Limited acted as financial advisor for Moa Group Ltd. Simon Peacocke and George Bannerman of BDO Spicers Gisborne acted as due diligence providers to Moa Group Limited. Moa Group Ltd (NZX:MOA) completed the acquisition of certain assets of Savor Group Limited on April 1, 2019. Lucien Law and Paul Robinson has been appointed to the board by Moa Group Ltd.