The proposed deal is still subject to a number of conditions, including receipt of necessary ASX and ASIC approvals, completion of due diligence inquiries, SmartTrans’ shareholder approval and SmartTrans entering into a share purchase agreement with shareholders of Resource Connect and iCuro.
The proposed all-scrip acquisition includes the issue of a total of approximately 2778 million new SmartTrans shares in exchange for 100% of the shares in each of Resource Connect and iCuro.
SmartTrans has two divisions. The first operates an e-commerce platform in China called RooLife that sells Australian products to consumers in China, and also offers a range of intellectual property and payments services for Australian companies looking to do business in China.
And the other division, based in Australia, offers a cloud-based Software-as-a-Service platform allowing businesses to manage their workforce from their smartphone.
SmartTrans (ASX:SMA) chairman Mark Vaile — a former Australian trade minister — said: “Resource Connect is a highly complementary and strategic business that has rapidly established a strong market position across the resource, energy and construction industries. Its cloud-based technology platform and our Software as a Service (SaaS) capability has considerable potential across other industry sectors.”
“We are firmly of the view that Resource Connect is still in the early stages of its growth and have identified a number of new markets that have compelling growth prospects. The opportunity to tap into the Chinese market is also appealing.”
According to SmartTrans managing director Brendan Mason, the acquisition gives both companies “the ability to help new customers”.
“Geoff Jamieson will continue to lead the growth and development of Resource Connect and will take an active role in SmartTrans’ wider operations. Minimal business integration is required to realise acquisition benefits,” Mason said.
Following the acquisition, three nominees from Resource Connect will join the SmartTrans board of directors.
In its ASX statement SmartTrans reports that Resource Connect's FY2017 revenues were $7.5 million and the company has been "consistently profitable" since 2013, paying fully franked dividends for the past three financial years.