CW Group Holdings Limited (SEHK:1322) signed a sale and purchase agreement to acquire Zuse Holdings Pte. Ltd. for approximately €120 million on December 29, 2017. The consideration will be satisfied by way of cash. As per the terms of the agreement, CW Group Holdings Limited will acquire Zuse Holdings Pte. Ltd. in two tranches, tranche 1 and tranche 2, representing 60% and 40% of Zuse Holdings Pte. Ltd. In tranche 1, €2 million will be paid as first payment, €17.25 million will be paid as second payment and €49.75 million will be paid as third payment by CW Group Holdings Limited on or about the date of the agreement. The third payment will be transferred to an escrow account until confirmation is received from CW Group Holdings Limited. In tranche 2, CW Group Holdings Limited will make the final payment of €46 million on or before April 30, 2019. As of August 19, 2018, €49.75 million had been transferred to the escrow account. The consideration is subject to adjustment if the 2018 audited profit of Zuse Holdings Pte. Ltd is lower than the 2018 guaranteed profit. The entire tranche 1 consideration has been financed by way of the net proceeds from the issuance of the notes of approximately €34.5 million and the remaining consideration will be financed by bank loans and internal resources of CW Group Holdings Limited. There will be no change in the composition of the Board due to the transaction. The tranche 1 completion is subject to the completion of due diligence by CW Group Holdings Limited, approvals from the shareholders of CW Group Holdings Limited, requisite consents, authorizations and approvals from the Stock Exchange and the tranche 2 completion is subject to completion of tranche 1, satisfaction of CW Group Holdings Limited in terms of verification of the 2018 audited profit and delivery of a written certificate issued by auditors and none of the representations and warranties made by the vendor having been breached in any material respect or is misleading or untrue in any material respect. If the conditions precedent to tranche 1 are not fulfilled or waived by September 30, 2018, then within 10 days after such termination, the second and third payment shall be released back to CW Group Holdings Limited. Tranche 1 and tranche 2 completions will take place within 10 days from the fulfillment of the conditions precedent for tranche 1 completion and tranche 2 completion respectively. On September 30, 2018, a supplemental agreement was signed to extend the long stop date of the transaction to March 31, 2019 and charge the sale shares in favor of CW Group Holdings Limited as continuing security. On March 31, 2019, as additional time is required to satisfy the conditions precedent to the tranche 1 completion, a further supplemental agreement is entered to further extend the long stop date from March 31, 2019 to September 30, 2019.