Shape Robotics A/S (CPSE:SHAPE) entered a non-binding letter of intent to acquire Skriware Sp. z o. o. on June 28, 2023. The Acquisition is expected to be completed as a share swap transaction, whereby the sellers of Skriware will receive new shares in Shape Robotics as consideration for their shares in Skriware, potentially with the addition of a cash payment, the new shares will be issued at market price. The parties have agreed on a non-binding preliminary valuation of the entire share capital of Skriware in the range of ?5.8.0 million ? ?6.4 million. The exact number of new shares to be issued to the sellers as consideration for the Acquisition will be determined based on the final valuation agreed between the parties and will be subject to the satisfactory completion of due diligence, negotiation, and completion of final agreements. Upon completion of the Acquisition, the sellers of Skriware will become shareholders of Shape Robotics. The exact ownership percentages will be determined based on the agreed valuation and the number of new shares issued as consideration. Skriware recorded a revenue of ?5.10 million and a positive EBITDA of ?0.59 million in 2022. The completion of the Acquisition is subject to the fulfillment of certain conditions precedent, including but not limited to, obtaining necessary regulatory approvals and third-party consents, retention of key employees, satisfactory completion of due diligence, and agreement on the terms and conditions of the final agreements. As on October 4, 2023, that the due diligence process of Skriware has been successfully completed. Signing and closing is expected to take place within the current quarter. As of December 19, 2023, Shape Robotics has signed an agreement. Shape Robotics and the Sellers have agreed on a valuation of the entire share capital of Skriware on ?5.1 million. Payment to the Sellers consist of 1,160,778 new shares in Shape Robotics. The Sellers have accepted lock-up agreements regarding the sale of the new shares, with certain exceptions, entailing lock-up periods between 12 to 18 months from the date of the Acquisition. Piotr Wojnar and Malgorzata Wasowska of Act BSWW Legal & Tax and Soren Ingerslev and Jakob Vig Schnack of Elmann advised Shape Robotics, and Rafal Celej of Kondracki Celej has advised the shareholders and management of Skriware.

Shape Robotics A/S (CPSE:SHAPE) completed the acquisition of Skriware Sp. z o. o. on January 23, 2024. Through a share swap, Skriware?s shareholders are owners of 1.16 million new shares, representing 10.67% of total capital after the increase in Shape Robotics, and they?re on board for the long haul, lock-up period that secures their shares for up to 18 months.