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About INT Corporation

In June 2014, the Company was recapitalised under a proposal that involved an injection of new capital and new directors.  The new Board is a highly qualified executive team with over 30 years’ private equity investment experience with a view to transforming INT into a high growth and strong cash-flow generating business.

It is intended the Company will consider new opportunities both in the Company’s current sector and in unrelated sectors as and when they may arise.

To this end the Company is pleased to announce the following acquisition update.

INT SIGNS MERGER AGREEMENT TO ACQUIRE AHALIFE

As announced on 17 March 2015, INT Corporation Limited (ASX:INT) (“INT”) entered into an exclusive conditional Letter of Intent to acquire AHAlife Holdings Inc., a New York based luxury digital marketplace platform (“AHAlife”).

Further to that announcement, the Board of INT is pleased to announce that it has executed a conditional Merger Agreement (“MA”) to acquire 100% of the issued capital in AHAlife (“Transaction”). The MA has been agreed to by AHAlife’s Board of directors and the majority of shareholders in AHAlife.

BUSINESS HIGHLIGHTS 1

  • AHAlife is a unique luxury digital marketplace and technology platform where consumers are connected with over 2,000 curated luxury designers and artisans across more than 45 countries.
  • Since its foundation, AHAlife has attracted a high quality investment group, who have committed over US$23M of development funding up to the announcement of this transaction.
  • Existing investors, current board and advisory members of AHAlife include the former CEO of Saks Fifth Avenue, current CEO’s of Rakuten, Net-a-Porter, William Morris Endeavour and VIP Shop, Former Chairman of LVMH North America and US based venture capital firms DCM and FirstMark Capital.
  • Funds invested to date have been applied towards building an audience of brands and consumers centered on a proprietary enterprise class technology platform that is highly scalable and capable of supporting rapid revenue expansion.
  • AHAlife boasts a dynamic leadership team with extensive experience gained from prior work with leading technology companies including 33Across, LucidMedia (acquired by Videology), AOL, yp.com, Amazon.com, IBM and AMEX Publishing.
  • AHAlife uses a drop ship model and therefore doesn’t carry inventory risk. Given the luxury segment, AHAlife earns attractive gross margins after providing free shipping to all US customers.

 

1. Refer AHAlife Business Overview Presentation dated 17 March 2015 for further information prepared by AHAlife management.

 

TRANSACTION HIGHLIGHTS

  • Merger Agreement (MA) signed to acquire 100% of AHAlife, subject to INT shareholder approval and re‑compliance with Chapters 1 and 2 of the ASX Listing Rules.
  • AHAlife is valued at AUD$37m (USD$29m) and will be 100% acquire via an issue of 2,114,285,715 INT shares and options (pre-Consolidation) to AHAlife shareholders, option holders, employees and warrant holders.
  • The Transaction contemplates a capital raising of a minimum of AUD$15m (“Offer”), will be undertaken concurrently with the Transaction. Blue Ocean Equities will be acting as the lead manager to the Offer.
  • Funds raised under the Offer will be used as growth capital to fund AHAlife’s sales, marketing and development activities, to extinguish debt and pay Transaction expenses and for general working capital.
  • INT intends to change its name to AHAlife Holdings Limited (ASX: AHL).