DGAP-Adhoc

OTI Greentech AG signs agreement to take over 100 percent of the shares of KMI Cleaning Solutions, Inc.

DGAP-Ad-hoc: OTI Greentech AG / Key word(s): Takeover OTI Greentech AG signs agreement to take over 100 percent of the shares of KMI Cleaning Solutions, Inc. 15-Oct-2020 / 18:31 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Publication of an insider information in accordance with Article 17 MAR

OTI Greentech AG signs agreement to take over 100 percent of the shares of KMI Cleaning Solutions, Inc.

 

Berlin, October 15, 2020 - OTI Greentech AG ('OTI', WKN A2TSL2) and the owners of KMI Cleaning Solutions, Inc. ('KMI') have now signed a detailed agreement ('Heads of Terms') concerning the take-over of KMI. With the signing of the Heads of Terms, OTI secures, as intended (cp. ad hoc of May 16, 2019 and ad hoc of September 18, 2020), the exclusivity for the acquisition of 100 percent of the shares in one of the largest suppliers of chemical cleaning products and equipment for the cleaning of tank trucks and tank wagons in the USA and Canada. The two companies have already cooperated very successfully in a joint venture for some time. According to the agreement, OTI will acquire KMI for US$6.39 million. The purchase price includes a cash component of US$2.62 million, to be paid in part through a preferential profit distribution of KMI's earnings to the KMI owners over the next three years. The remainder of the purchase price will be paid in OTI shares, whose valuation is significantly above the current share price: for the equivalent of US$1.99 million, a price of €1.00/OTI share has been fixed. The remaining payment will be made in OTI shares at a price of €1.50/OTI share and is partially contingent upon the achievement of certain profit targets ('KPIs'). The exact values and numbers of OTI shares will be determined by the US$/€ exchange rate on the date of registration of the capital increase through contributions in kind. It has been agreed to implement the merger as of 01.01.2021. After the implementation of the capital increase through contributions in kind, the owners of KMI will be significant shareholders of OTI