Proposed Transaction of Assets of Asia Interactive Services HK Limited
Term Sheet
Basic Definitions
Transaction currency, multiples, and financials are to be in US Dollars ($USD).
TTM Revenues to include all cash receipts and Media Partner sales before revenue split. The Assets of the Financial Times / Nikkei bring valuable traffic, content, marketing (online & print), tier 1 luxury clients, and prestige that would cost millions of $USD annually if paid to those media companies. These Media Partner assets and long-term contract relationships enable ‘scale’ to expand new products, services, and revenue streams for further development.
No commission arrangement, and any employee contracts to manage the Assets are to be implemented separately from the Assets sale transaction.
The cash acquisition portion will be distributed to Asia Interactive Services (HK) Limited for distribution as the company deems fit.
Stock Acquisition shares will be distributed on a pro-rata basis to the current shareholders of Asia Interactive Services (HK) Limited. We anticipate the wind-up of Asia Interactive Services (HK) Limited post-transaction.
The stock acquisition will include ‘down round’ protection, meaning all stock valuation will be pegged to the last closed equity investment round of the company and paid out later based on performance.
For example, if in 2024 a closed investment round at a Pre-Money valuation of $100,000,000 USD for that year, that is the fully diluted valuation peg. If in 2025, during a subsequent investment round, the valuation would increase to $200 MM USD, then the valuation peg will remain unchanged at $100 MM USD. But if a down round were to occur and an investment round at $50 MM USD were to occur in 2025 during the next round, then the new valuation peg for share issuances would be $50 MM (not $100 MM). This methodology would continue through 2026 and 2027.
For the avoidance of any doubts, all fully diluted shares would be counted and considered in these calculations, including any Stock Options and ESOP.
If there is an IPO or listing, then any shares would be issued on a ‘Mark to Market’ 60-day VWAP for any future share issuances.
‘Pari Pasu’ stock terms will not be restricted and otherwise or in any way unfavorable to current equity holders.
A $150,000 USD working capital investment for the transaction payable in two separate portions:
- 50% to Asia Interactive Services (HK) Limited upon signing of the Definitive Agreement to close the transaction, for transaction costs, Tech expenses to transfer the assets, pay employees, and wind up the company.
- 50% to the NEWCO entity holding the Assets within REA upon transaction close for working capital going forward.
All legal fees are to be borne by each party separately, namely the Purchaser and the Seller.
please help edit the below term sheet for an asset of a techology company as if a corporate lawyer would have written it
Proposed transaction of Assets of Asia Interactive Services HK Limited
Term Sheet
Basic Definitions
Transaction currency, multiples, and financials are to be in $USD
TTM Revenues to include all cash receipts and Media Partner sales before revenue split. The Assets of the Financial Times / Nikkei bring valuable traffic, content, marketing (online & print), tier 1 luxury clients, and prestige that would cost millions of $USD p/annum if paid to those media companies. These Media Partner assets and long term contract relationships enable ‘scale’ to expand new products, services, and revenue streams to develop further.
No commissions arrangement, and any employee contracts to manage the Assets are to be implemented separately from the Assets sale transaction.
Cash Aquisition portion will be distributed to Asia Interactive Services (HK) Limited for distribution as the company deems fit.
Stock Aquisition shares will be distributed on a pro-rata basis to the current shareholders of Asia Interactive Services (HK) Limited. We anticipate wind up of Asia Interactive Services (HK) Limited post transaction.
Stock acquisition will include ‘down round’ protection meaning all stock valuation will be pegged to the last closed equity investment round of the company and paid out later based on performance.
For example, if in 2024 a closed investment round at a Pre-Money valuation of $100,000,000 USD for that year that is the fully diluted valuation peg.
If in 2025, during a subsequent investment round the valuation would increase to $200 MM USD then the valuation peg will remain unchanged at $100 MM USD;
But if a down round were to occur and an investment round at $50 MM USD were to occur in 2025 during the next round then the new valuation peg for share issuances would be $50 MM (not $100 MM); This methodology would continue through 2026 and 2027.
For the avoidance of any doubts, all fully diluted shares would be counted, and considered in these calculations including any Stock Options and ESOP.
If there is an IPO or listing then any shares would be issued on a ‘Mark to Market’ 60 day VWAP for any future share issuances.
‘Pari Pasu’ stock terms, not be restricted, and otherwise or in any way unfavorable to current equity holders.
A $150,000 USD working capital investment for the transaction payable in two separate portions
50% to Asia Interactive Services (HK) Limited upon signing of the Definitive Agreement to close the transaction, for transaction costs, Teck expenses to transfer the assets, pay employees, and wind up the company.
50% to the NEWCO entity holding the Assets within REA upon transaction close for working capital going forward.
All legal fees are to be born by each party separately namely (‘the Purchaser’) and the (‘the Seller’).
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