Fireswirl Completes Acquisition of Xingchang Xinda
Fireswirl News Release, 10/02/09
Canada-based e-commerce operator Fireswirl Technologies has announced it has completed its previously announced acquisition, through wholly-owned subsidiary Fireswirl Technologies (Shenzhen), of 50% of all rights and interests in Beijing-based e-commerce outsourcing provider Beijing Xingchang Xinda Technology Development in consideration for up to 6,058,673 common shares of the Company.
Pursuant to the terms of the Transaction, the Company acquired 50% of all rights and interests of Xingchang Xinda, including 50% of any before tax profit, in consideration for up to 6,058,673 common shares of the Company, where 3,029,337 shares were issued on closing of the transaction and 3,029,336 shares are being held under escrow, releasable upon Xingchang Xinda achieving certain profit milestones for its fiscal year ended December 31, 2009. In the event that the milestones are not reached, the shares will be returned to the company for cancellation. The company also has the option to acquire the remaining 50% rights and interests of Xingchang Xinda in 2011 at a price determined in accordance with an agreed multiple of Xingchang Xinda's pretax profit in 2010, subject to TSX Venture Exchange approval. Fireswirl Shenzhen has the right to exercise, at all meetings of shareholders, 51% of all voting rights attached to the issued and outstanding Xingchang Xinda shares held by the Xingchang Xinda shareholders.
All common shares issued pursuant to the transaction are subject to a hold period that expires four months and a day from the closing date in accordance with applicable Canadian Securities rules.
Keywords: Xingchang Xinda B2C handset e-commerce Internet Fireswirl M&A
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