REG - St. Ives PLC - Update to Purchase Agreement with Solstice <Origin Href="QuoteRef">SIV.L</Origin>

SivotaAnnouncement

03/10/2017 07:06

RNS Number : 4905S
St. Ives PLC
03 October 2017
3 October 2017
St Ives plc
("St Ives" or the "Group")
Update to Purchase Agreement with Solstice Consulting LLC
St Ives, the international marketing services group, has today agreed to vary the terms of its agreement ("the Purchase Agreement") to acquire Solstice Consulting LLC ("Solstice"), entered into in March 2015.
Solstice, which operates as a subsidiary of St Ives, is a Chicago based digital consultancy specialising in mobile, robotics, Internet of Things and the Cloud, founded by J Schwan, who remains in the business today as CEO. 
Since the acquisition, exchange rates for Sterling into US Dollars have fallen significantly and much more than either party envisaged. As a result, the Board believes that a variation to the Purchase Agreement is fair and reasonable at this time, in order to maintain a strong incentive to the management of Solstice to maximise EBITDA during and beyond the Deferred Payments periods.
As a result, St Ives has agreed to increase the maximum consideration payable to Solstice under the three year earn-out arrangements by up to 3.4 million to a maximum consideration payable of 53.4 million. Any further consideration over and above the 31.7 million (in aggregate) already paid, will be dependent upon Solstice's incremental profit performance for the year ending 31 December 2017 and will be satisfied in cash and shares. 
The variation to the Purchase Agreement is a related party transaction and needs to be announced under Listing Rule 11.1.10R. 
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For further information contact: 
St Ives plc 020 7928 8844 
Matt Armitage, CEO
Brad Gray, CFO 
MHP Communications 020 3128 8100
Tim Rowntree/ Giles Robinson / Luke Briggs

This information is provided by RNS
The company news service from the London Stock Exchange
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