IS Solutions plc (AIM:ISL) agreed to acquire the remaining 89% majority stake in Celebrus Technologies Limited for approximately £8 million on December 22, 2014. The consideration is payable as cash portion of £1.26 million and the remaining portion by issuance of 12.76 million IS Solution shares, subject to adjustment by reference to Celebrus's working capital position at completion and assumes that all Celebrus option holders will exercise their share options prior to completion. The number of consideration shares to be issued on completion will be reduced to the extent that Celebrus share options are not exercised or are rolled over into replacement options issued by IS Solutions. The cash portion will be satisfied from existing cash facilities, including an acquisition bank facility of £1.5 million. This portion is payable to the venture capital investors in Celebrus as holders of A ordinary shares. Godfrey Shingles, the Chairman of Celebrus, will join the Board of IS Solutions as a Non-Executive Director for a fixed term of one year.

For the financial year ending December 31, 2013, Celebrus generated revenues of £1.9 million and made a loss after tax of £0.8 million. A General Meeting of IS Solutions will be held on January 20, 2015 at 10.00 a.m. at which the transaction will have to be approved by a three-fourths majority of those voting to vote in favour of the transaction. The terms of the acquisition have been unanimously approved by the Independent Directors of both IS Solutions and Celebrus Technologies. Irrevocable undertakings to vote in favour of the resolution are being secured from the Directors and certain existing Shareholders in aggregate representing 75% of the existing issued ordinary share capital of IS Solutions. Under the agreement, application will be made to the London Stock Exchange for the consideration shares to be admitted to trading on AIM. As on January 20, 2015, the shareholders of IS Solutions plc approved the transaction. The transaction is expected to complete on January 23, 2015. As of January 22, 2015, an additional exercise of options were made and the final shares to be issued in consideration was decided to be 8.95 million with the revised deal value now being £6.94 million.

Fiona Tooley of TooleyStreet Communications Ltd. acted as the public relations advisor, Ed Frisby and Simon Hicks of FinnCap Ltd. and Paul Lines and Tom Battersby of Altium Capital Limited acted as the financial advisors to IS Solutions plc. Stephen Norcross of FinnCap acted as corporate broker to IS Solutions.

IS Solutions plc (AIM:ISL) completed the acquisition of remaining 89% majority stake in Celebrus Technologies Limited January 29, 2015.