Media Asia Group Holdings Limited (SEHK:8075) entered into an acquisition term sheet to acquire VSM Holdings Limited from Ivy Wong and other shareholders on November 6, 2020. The transaction consideration is anticipated to be approximately HKD 280 million subject to such net debt and working capital adjustments as the parties shall agree, but on the provisional expectation that MAGHL would acquire shareholder’s loans of approximately HKD 20 million, factored in as part of the consideration. Under the terms of the acquisition, 65% of the consideration on closing will be paid through the issuance of new shares at a price of HKD 0.16 per share, 35% of that consideration, subject to an upward or downward adjustment, in the form of an earn-out that will depend upon the performance of the VS Media Group measured by reference to certain revenue and earnings before interest, taxes, depreciation, and amortisation measures to be agreed between the parties, over a two-year time frame. Pursuant to the transaction, it is proposed that Ivy Wong will remain as Chief Executive Officer of VS Media Group, which would, after closing, be managed and operated as a business division of MAGHL, on terms to be agreed. The deal is subject to the execution of definitive agreements, as well as completion of all legal, business, technical, tax and financial due diligence on the VS Media Group to the satisfaction of MAGHL, MAGHL having obtained all relevant Shareholders’ and regulatory approvals and MAGHL having completed the Recapitalisation Proposal. Anglo Chinese Corporate Finance, Limited acted as financial advisor to MAGHL in the transaction. MAGHL will pay an advisory fee of HKD 0.4 million through the issuance of 2.5 million shares.