Global Invacom Signifies Intention to Acquire Skyware Global

Singapore, June 1, 2015--Global Invacom Group Limited signified its intention to acquire Skyware Global, a  U.S. manufacturer of satellite terminals, for as much as US$ 11.6 million by issuing approximately US$ .6 million in treasury shares and entering into a cash earn out model to pay Skyware up to a maximum of US$5.0 million.

The transaction, the largest to date by Global Invacom, will position the enlarged group listed on the Singapore Exchange (SGX) Mainboard and the U.K.  Global Invacom will issue 27,957,828 treasury shares worth approximately US$6.6 million to Skyware’s owners, Satellite Holdings LLC, based on a VWAP of S$0.3185 on May 29, 2015. Once completed, Satellite Holdings LLC will hold 9.9 percent (locked in for one year) of Global Invacom’s issued share capital base of 282,402,299 shares.

Global Invacom will enter into an earn out model on completion of the transaction which will stipulate payment to Satellite Holdings LLC of an amount equivalent to approximately 0.5554 times of revenue in excess of US$ 52.3 million, up to a maximum earn out of US$5 million, during the period June 1, 2015, to May 31, 2016. The Earn Out, where payable, will be funded by the Company’s internal resources.

The acquisition is subject to approval by SGX and Global Invacom shareholders at an extraordinary general meeting (“EGM”) to be convened. An EGM circular will be sent to shareholders, following SGX approval, and will be notified at that time, together with notification of the expected acquisition completion timetable.

Skyware Global, based in North Carolina, USA develops, designs and manufactures  Very Small Aperture Terminals (“VSAT”). For the year ended December 31, 2014, Skyware recorded revenue of approximately US$52 million. Through this acquisition, Global Invacom will add Skyware as its U.S. manufacturing presence to its existing SATCOMs production footprint in Asia (China—two locations, Israel and Malaysia) and Europe (U.K. —two locations). Skyware is the second acquisition by Global Invacom since its successful AIM Market listing in July 2014, which raised US$15 million in gross proceeds.

Upon approval of the aquisition, Global Invacom will seek to improve Skyware’s internal efficiencies at a time when a major customer is expected to launch two new satellites in 2016, which will lift the demand for VSAT terminals. The acquisition offers a number of synergies and cost savings as Global Invacom intends to integrate the North Carolina plant with its global manufacturing footprint, streamline the U.S. supply chain (including warehouses) and procurement, and introduce Skyware’s VSAT technology for the Ka-band to Asian markets.