The value of the deal stands at RON4.3 million and consists in the transfer of Profitshare business lines from Conversion Marketing and Conversion Marketing EOOD to 2Performant.
Dante International S.A. (majority shareholder of Conversion Marketing S.R.L.), the company behind ecommerce giant eMAG, and majority stakeholder in Conversion Marketing, will be a party to the business transfer contract, as guarantor.
The transaction price is RON 4,307,000 and will be paid as follows: 55% in cash, at the time of completion of the transfer of the Profitshare Business Lines according to the business transfer contract (“Completion Date”) and 45% in shares of the share capital of 2Performant, through a share capital increase, the details of which will be published after the signing of the business transfer contract.
“2Performant is a young and dynamic company, whose values we resonate with. We expect that after the completion of the transaction, the Profitshare business together with 2Performant will offer greater value to its customers,” stated Tudor Manea, CEO of Dante International SA.
The receivables representing the purchase price shall be assigned by Conversion Marketing S.R.L. (and Conversion Marketing EOOD, if the case) to Dante International S.A., and Dante International S.A. will become a shareholder of 2Performant as a result of the share capital increase. Dante International S.A. will assume, through the business transfer contract, the obligation not to sell the shares held in the share capital of 2Performant for a period of 1 year starting from the Completion Date.
The following main steps will be taken to implement and complete the transaction:
- the successful completion by 2Performant of the due diligence analysis;
- the negotiation and signing of the contract regarding the business transfer, based on the approval of the Board of Directors of 2Performant and subject to the approval of the general meeting of shareholders;
- approval of the transaction by the general meeting of the shareholders of 2Performant; – obtaining approvals from relevant authorities, if applicable (such as, but not limited to: competition authorities in relevant jurisdictions);
- completing the transfer of the Profitshare Business Lines according to the business transfer contract;
- increasing the share capital of 2Performant for the payment of the second installment of the transaction price.
The parties aim to complete the transaction as soon as possible.
The parties are assisted in the transaction by the law firms DLA Piper Dinu SCA – for 2Performant and Filip & Company – for Sellers and Dante International SA.
Profitshare was launched in 2012 and currently has a portfolio of 250 affiliate programs (including the eMAG group), in Romania and Bulgaria.
The Profitshare.ro and Profitshare.bg platforms and related ecosystems will operate under the same technical conditions after their takeover by 2Performant, at least 12 months after the completion of the transaction.
(English version by Catalina Apostoiu)