Group 1 - The company has entered into an agreement to acquire all shares of COPE Holding and 690 new ordinary shares, as well as all shares of Hyperlining Holding, for a total consideration of $15.777 million [1] - Following the completion of the transaction, the company will become the sole shareholder of COPE Holding and Hyperlining Holding, holding a 44.55% stake in COPE through these entities, with a direct 6.45% stake held by its wholly-owned subsidiary FAR Luxembourg Holdings Sarl [1] - The target companies will become subsidiaries of the company, and their financial performance will be consolidated into the company's financial statements [1] Group 2 - If the target companies achieve desired performance for the fiscal years ending December 31, 2026, and/or December 31, 2027, the company will acquire an additional 14% and 15% of the issued shares from the founders, valued at five times the pre-tax net profit for the respective performance years [2] - By the end of the fiscal year 2029, the company will acquire all remaining equity from the founders, with the valuation based on the higher of the average pre-tax net profit for fiscal years 2028 and 2029 or the net asset value as of December 31, 2029 [2] - The total consideration for the share increase plan and final equity acquisition from fiscal years 2026 to 2029 will not exceed $64.1338 million, payable in cash or a combination of cash and shares [2] Group 3 - The transactions aim to address changes in U.S. trade and tariff policies, particularly the adjustments to the small package tariff exemption system, which have significantly impacted the cross-border e-commerce logistics industry [3] - The company's focus on the U.S. market and small package logistics faces challenges in the current environment, and this investment will enhance its warehousing and last-mile delivery capabilities [3] - The seller's established warehousing network in the U.S. and strong operational team complement the company's existing logistics chain, aligning with its globalization strategy to deepen its U.S. market presence and improve service capabilities [3]
泛远国际拟收购COPE Holding的全部股份、认购COPE的690股新普通股,并收购Hyperlining Holding的全部股份