Workforce Holdings Limited (JSE:WKF) entered into a sale and purchase agreement to acquire OpenSource Intelligent Solutions Proprietary Limited and OpenSource International Limited from Michelle Ann Sampson for ZAR 24.2 million on December 9, 2020. Pursuant to the terms, ZAR 10.3 million payable within 30 days of the fulfilment or waiver, as the case may be, of the Conditions Precedent; an amount of up to ZAR 3.4 million, payable within 30 days of the date on which the annual financial statements of the OpenSource Group for the 12 month period commencing on January 1, 2021 are received by Workforce, subject to the OpenSource Group achieving a warranted profit after tax of up to ZAR 3.8 million; an amount of up to ZAR 3.4 million, payable within 30 days of the date on which the annual financial statements of the OpenSource Group for the 12-month period commencing January 1, 2022 are received by Workforce, subject to the Group Companies achieving a warranted PAT of up to ZAR 4.4 million. In the event that the aggregate value of PAT for the two-year period ending December 31, 2022 is greater than ZAR 8.2 million , the Seller shall be entitled to receive a top up payment based on an agreed upon formula. This payment will be limited to a maximum of ZAR 5 million, payable by Workforce to the Seller, on the same date that the Third Payment is payable. In the event of the First Top Up Payment becoming due and payable, or where the First Top Up Payment did not become payable but the OpenSource Group achieved an amount equivalent to no less than 90% of the First Top Up Target, and the OpenSource Group’s PAT for the 12 month period commencing January 1, 2023 exceeds the Year 2 Accounts PAT by 12.5% or more, a Second Top Up Payment of up to ZAR 2 million will become due to the Seller based on an agreed upon formula. This payment will be payable within 30 days of Workforce receiving the annual financial statements of the OpenSource Group for the 12-month period commencing January 1, 2023. The transaction is financed through a combination of internal cash resources and third party debt funding. For year ended February 29, 2020, OpenSource Intelligent Solutions and OpenSource International reported net assets of ZAR 1.99 million and profit after tax of ZAR 3.4 million. The transaction is subject to execution of employment agreement and approval from the boards of Workforce Holdings, OpenSource Intelligent Solutions and OpenSource International. The transaction is expected to become effective on January 1, 2021. Merchantec (Proprietary) Limited acted as designated financial advisor for Workforce Holdings.