JSE-listed Adapt IT said on Monday it will acquire mobile technology specialist Conor Solutions for R80-million.

The purchase price is made up of an instalment of R48-million in cash payable at the deal’s closing, plus a deferred amount of R32-million to be paid, on the closing date, to Adapt IT’s attorneys where it will be held in escrow in an interest-bearing trust call account. The R32-million, plus interest, will be paid over to the sellers 24 months from the closing date.

The deal is expected to close on 30 November 2018 or on the first business day of the month immediately following the closing (or waiver) of the last conditions precedent.

“Conor Solutions operates in the ICT sector focused on mobile technologies providing turnkey technology solutions to mobile operators, financial institutions, enterprises and SMMEs in Africa and South America,” Adapt IT said in a statement to shareholders.

Its main competencies include middleware and integration; value-added service consolidation; rating charging and bundle management; core network design and optimisation; service development; data monetisation; enterprise mobility; mobile fintech; data analytics and visualisation; mobile app and web portal development; and authorisation, authentication and accounting.

“The acquisition will provide Adapt IT with access to key proprietary software, customers and markets in the telecommunications space in South Africa as well as key markets in Africa including the Democratic Republic of Congo, Tanzania, Lesotho and Namibia,” Adapt IT said.

Controlling shareholder

Conor Solutions’ controlling shareholder is Jed Holdings, whose ultimate beneficial shareholders are Edwin van Zyl, Jacob Oosthuizen and Duncan de Klerk.

The deal must still be ratified by the boards of the respective companies. Identified key executives at Conor Solutions must also sign employment contracts and restraints of trade with Adapt IT.

The value of the net assets that are the subject of the acquisition was R13.2-million as of March 2018. Revenue attributable to the acquired assets was R87.8-million, while profit was R17.7-million.