Neptune Wellness Solutions Inc. (” Neptune” or the “ Company”) (NASDAQ: NEPT), a company specializing in consumer-packaged goods with a focus on plant-based, sustainable, and purpose-driven lifestyle brands, has announced the initiation of a non-binding Letter of Intent (“LOI”) for the acquisition of Datasys Group, Inc., (“Datasys”) and its affiliated companies. This LOI serves as the preliminary agreement outlining the structure of a potential transaction known as the Proposed Transaction, under which Neptune would acquire all the outstanding equity of Datasys, pending due diligence, final board approval, shareholder consent, and fulfillment of additional terms and conditions.
Datasys functions as a prominent data-marketing firm that employs artificial intelligence and machine learning to extract insights from one of the world’s most extensive consumer and business data repositories. With a database exceeding 3 billion records, Datasys utilizes its advanced technology to assist companies in precisely targeting their preferred customer base and delivering intelligent marketing solutions. Among Datasys’ clientele are major global corporations such as Microsoft, Ford, Mastercard, and Honda. In the unaudited results for the full year 2022, Datasys reported revenue of \(25.2 million and EBITDA of \)9.1 million.
The potential total consideration for this acquisition amounts to \(112 million, comprising \)20 million in cash upon closure, \(32 million in restricted equity based on the pre-closing VWAP of Neptune’s NASDAQ share price (with a minimum of 10 million shares), a 5-year \)31 million PIK seller note carrying 7% interest, an earnout payment ranging from \(5 million to \)22 million contingent on Datasys achieving 2024 EBITDA thresholds, and the option for the Company to settle the deferred payments in cash or Company shares based on the VWAP at the time of payment.
The LOI outlines the initial proposed terms and conditions for the business combination between Neptune and Datasys, where Neptune envisions itself transitioning into a U.S. corporation as part of the acquisition process. However, it is essential to note that definitive documentation for the Proposed Transaction has not yet been finalized, and both parties retain the discretion to discontinue negotiations or decline to enter into a definitive agreement.
The completion of the Proposed Transaction is contingent upon the negotiation and agreement of definitive documentation, anticipated shareholder approval, and satisfaction of additional terms and conditions, including securing financing for the cash component of the consideration and successful due diligence by all involved parties. While the current timeline and terms of the transaction are subject to change, there is no guarantee that a definitive agreement will be reached or that the Proposed Transaction will be executed as envisioned.
For more information about Neptune Wellness Solutions Inc., a company dedicated to developing innovative health and wellness products, visit their website at neptunewellness.com. Datasys Group Inc., on the other hand, is a key player in data, analytics, and digital media solutions, leveraging its expansive data resources to offer targeted marketing solutions. To learn more about Datasys, please visit www.datasys.com.
Please note that this news release includes forward-looking statements that are subject to inherent risks and uncertainties. These statements are based on current expectations and projections and may differ from actual results. The Company does not undertake any obligation to update these forward-looking statements unless required by law.
Additionally, certain financial measures mentioned in this release, such as “EBITDA,” are non-GAAP measures and do not conform to standardized IFRS or GAAP definitions. EBITDA represents earnings before interest, taxes, depreciation, and amortization.
