AIOS Tech Inc.'s agreement to buy all issued and outstanding shares in SmartCore Holdings Limited would give the sellers about 80% of AIOS stock but about 6% of its voting power.
AIOS said Oct. 19 that it would issue 33,333,334 Class A shares to SmartCore's owners: Better Way Holdings Limited, Cloud Spring Limited and Novo Spring Management Limited. The parties valued the shares at $3 each for the transaction, putting the all-stock consideration at about $100 million. AIOS said it would pay no cash.
Under the company's stated share-count assumptions, the sellers would own 80.16% of AIOS shares after issuance but hold 6.21% of its voting power. That calculation starts with 3,249,337 Class A shares and 5 million Class B shares outstanding before closing and assumes AIOS issues no other shares before then. Class A shares carry one vote each; Class B shares carry 100 votes each.
The new shares would reduce existing shareholders' percentage ownership. AIOS's two classes of shares account for the gap between the sellers' projected ownership and voting power.
Closing depends on a reorganization of the target group. Under the planned structure, AIMatrix Limited in Hong Kong, Happy Fortune Data Limited in Macao and Coco Cloud Technology Pte. Ltd. in Singapore would become wholly owned SmartCore subsidiaries. SmartCore would also indirectly hold 80% of EasyPay (Thailand) Co., Ltd.
AIOS expects the group to provide two categories of services. IDC Interconnection Services would include cross-border connectivity, bandwidth optimization and data traffic management. IDC Services would include server hosting, IP address allocation and bandwidth management. The group would operate in Hong Kong, Macao, Singapore and Thailand after the reorganization.
AIOS said SmartCore's services could complement its AI solutions, financial industry IT services and IT infrastructure while widening its reach in the Greater Bay Area and Southeast Asia. Shares issued to Better Way Holdings Limited would be subject to a 60-month transfer restriction after closing, with exceptions under the agreement.
AIOS is targeting a closing on or before Nov. 30, provided the reorganization is completed and other conditions are met or waived. The company said completion is not assured.
