Tern Plc Acquisition of Flexiant Limited

Tern Plc, the investment company specialising in the cloud and mobile sectors, announces that it has agreed, subject to contract and completion of satisfactory due diligence, to acquire Flexiant Limited from Flexiant Corporation Limited on the following terms:

• Tern will acquire the entire issued share capital of Flexiant owned by FCL and all intercompany debt owed by Flexiant to FCL.
• In consideration for the acquisition:
  • Tern will issue 8 million new ordinary shares ("the New Ordinary Shares") which will be allotted to FCL in full and final settlement of the intercompany debt; and
  • in the event of a sale of Concerto for more than £6 million Tern will pay a further consideration of 50% of the sale value in excess of £6 million, the additional consideration not to exceed £2 million. 
     
• The acquisition is conditional on:
  •  the consent of the loan note holders of FCL and the sale by Flexiant of its Flexiant Cloud Orchestrator business; Tern Plc is informed by Flexiant that it has already agreed terms with such a buyer subject to contract;
  • Admission of the New Ordinary Shares to AIM

                   
Flexiant is a leading European provider of cloud management software for cloud orchestration for on-demand, fully automated provisioning of cloud services. Tern has owned an investment of one per cent of Flexiant's issued shares since November 2013.

For the year ended 31 December 2014, the latest year for which audited accounts are available, Flexiant made an operating loss of £3.9m on turnover of £750,000.

About Tern:

Tern Plc acquires and invests in privately owned companies with self-owned IP, established products and customer bases. Its investment strategy is focused on taking an active role in its investee companies in order to improve the business model, accelerate growth, expand the business globally, and identify exit opportunities