Board approval of acquisition of Flamingo Intervest Ltd and listing of new shares
Reference is made to the stock exchange notices on 19
October, 21 October and 16 November 2011 and the
Equivalent Document dated 15 November 2011, regarding
Nio Security, Inc.'s ("Nio") share purchase agreement
to acquire Flamingo Intervest Ltd ("Flamingo")
controlling the www.ziinga.com entertainment shopping
internet site with settlement in new shares.
After completion and review of due diligence reports,
the Board of Nio has resolved to complete the
acquisition of Flamingo as described in the
Equivalent Document dated 15 November 2011.
Nio has engaged legal advisor, financial advisor and
technical advisor to conduct legal due diligence,
agreed upon procedures on the financial information
sourced from management accounts and technical due
diligence on Flamingo's internet site www.ziinga.com
and related IP rights.
The legal advisor has performed a due diligence
review of certain documents disclosed by Flamingo and
issued a report summarizing the legal assessments of
the documents received. Further, the legal advisor
has coordinated legal due diligences on information
and documents disclosed by Flamingo and its
subsidiaries subject to foreign laws. Law firms on
the British Virgin Island, Malta, the Philippines and
Saint Vincent and the Grenadines performed legal due
diligences on information and documents subject to
the laws of the British Virgin Island, Malta, the
Philippines and Saint Vincent and the Grenadines.
The financial advisor has performed agreed upon
procedures on the unaudited historical financial
information for 2010 and the period 01.01.2011 to
30.06.2011 sourced from management accounts and
issued a report summarizing the financial assessments
of Flamingo and its subsidiaries. The financial
advisor has not carried out an audit or a limited
audit.
The technical advisor has performed technical due
diligence and issued a report summarizing the
technical assessment of Flamingo and its
subsidiaries, hereunder a technical assessment of the
following: (i) technical platform and IP rights, (ii)
development practice and (iii) solution performance.
The due diligence investigation and agreed upon
procedures have not revealed any material matters
affecting the valuation of Flamingo or the
feasibility or execution of the acquisition.
Flamingo's financial historical information has not
been audited and has been sourced from management
accounts as described in the Equivalent Document
dated 15 November 2011. Some weaknesses in reporting
routines and within the accounting procedures for the
periods covered have been identified during the due-
diligence, with Flamingo's invoices and records being
to some extent incomplete. These issues have in all
material respect already been rectified by Flamingo,
and the Board will further improve and implement
appropriate accounting and reporting procedures and
routines as soon as practicably possible following
the completion of the transaction.
The subsidiary of Flamingo, Auction Management Ltd
has not timely submitted audited financial statements
to the Company Registry on Malta. This does not
hinder the subsidiary from carry out its activities,
and Flamingo has made a provision for taxes payable
of DKK 40,000 that covers the expected liability to
the tax authorities on Malta. Nio will conduct an
audit on Auction Management Ltd and report to the
Registry of Companies on Malta.
Flamingo's management accounts have been compiled
based on Danish GAAP. Nio will for the fiscal year
2011 change its accounting principles to IFRS which
may impact the financial statements of Nio including
the pro forma financial information included in the
Equivalent Document dated 15 November 2011.
In connection with the transaction, the sellers of
Flamingo that received the new shares as settlement
has entered into lock-up agreements, where the
sellers of Flamingo has agreed not to sell any shares
in Nio for a period up until 31 December 2013.
The ultimate owners (sellers) of Flamingo, Masih
Nikdar, Dennis Mikkelsen and Thomas Madsen will be
employed by Flamingo with effect from 1 January 2012.
Pursuant to the SPA the employees (in their capacity
as ultimate sellers) are subject to a non-competition
restriction until 31 December 2013. Further, Flamingo
is entitled to impose an additional six months' non-
competition restriction on each of the employees
following the termination of the employment
agreements against a compensation for of EUR 20,000
per month.
Nio confirms that the 60,000,000 new shares issued as
settlement for Flamingo have been duly authorized by
all necessary corporate action and that the shares
have been fully paid and validly issued. After the
issue of new shares, the number of outstanding shares
in Nio is 105,634,309, each with a par value of USD
0.10. The 60,000,000 new shares will be registered
with ISIN US 459 378 1051 and listed on Oslo Børs on
or about 12 December 2011.
For further details please refer to the Equivalent
Document dated 15 November 2011.
For further information, please contact Tore Formo,
CEO, Telephone +47 91 66 86 78.
This information is subject of the disclosure
requirements acc. to §5-12 vphl (Norwegian Securities
Trading Act)