Automated Systems Holdings clarifies details of Mocha Software acquisition

Completion of the Acquisition is conditional upon the fulfillment of certain conditions.

Automated Systems Holdings announced more details in the circular filed to the Stock Exchange of Hong Kong regarding the Acquisition Announcement dated 12 November 2012 including, among other things, the details of the Acquisition, the notice of the Special General Meeting (SGM) and other information required by the Listing Rules.

Under the Acquisition Agreement, ELM Technologies Holdings Limited, a wholly owned subsidiary of ASL, has conditionally acquired Mocha Software through the purchase of the entire issued share capital of MDCL-Frontline Solutions Limited (“MDCL”) at a consideration of HK$220,000,000 from Teamsun Technology (HK) Limited (“Hong Kong Teamsun”) on 12 November 2012.

The investment cost incurred by Hong Kong Teamsun in MDCL was around HK$130 million including the shareholders loan. The consideration of the Acquisition will be satisfied by ASL in cash of HK$150 million and promissory notes of $70 million. Hong Kong Teamsun is the controlling shareholder of ASL. Upon completion of the acquisition, Mocha Software will become a wholly-owned subsidiary of the Group.

Completion of the Acquisition is conditional upon the fulfillment of certain conditions and the approval of independent shareholders, as appropriate, at the special general meeting to be held on 21 December, 2012.