MMT Computing Plc, London has acquired Cortex Computer Systems Ltd on an extremely complex formula on which it subscribes 35,730 British pounds for 7.94% and then pays 805,800 pounds upfront to existing shareholders for 70.06%, 597,100 pounds paid in cash, and 208,700 pounds in new MMT shares at 532.35p per share – but there is also an earnout for another 175,150 pounds, conditional on achievement of a minimum level of profitability in the year to August 1997. That leaves 22%, and again the terms for this are complex. MMT will pay 45,000 pounds for 4% with a further 10,000 pounds conditional upon a minimum level of profitability in the year to August 1997, another 10% on the basis of eight times profits after tax for the year ended August 31 1997 and 8% cent on the basis of eight times profits after tax for the year to August 31 1998. But that’s not all: Cortex also owns an 80% stake in ADG Computer Systems Ltd, and the remaining 20% in ADG will be acquired by Cortex in three tranches over the next three years. The aggregate consideration payable for Cortex and ADG is subject to a maximum of 6.5m pounds.The principal activity of Cortex is sale, support and tailoring of packaged software and provision of programming services in the metal trading, financial futures and medical sectors. The main activity of ADG is also the provision of programming services and the sale of software, and they together employ 33 people. Cortex had revenue of 1.45m pounds and profit before tax of 154,628 pounds for the year to July 31 1995, the latest period for which audited accounts have been published. Net assets were 381,285 pounds. ADG had revenue of 457,817 pounds and a loss before taxation of 3,119 pounds for the year to July 31 1995, also the latest period for which audited accounts have been published. Net assets of the firm at that date were 92,086 pounds.
