HRL Holdings Limited (ASX:HRL) entered into a conditional agreement to acquire Analytica Laboratories Limited for NZD 30 million on October 16, 2017. The purchase consideration is comprised of NZD 13.3 million upfront cash consideration and NZD 5.7 million upfront HRL scrip consideration on completion of the Analytica acquisition, subject to a 2- year escrow period and upto NZD 11 million cash earn-out consideration. The earn-out consideration is conditional upon Analytica to achieve 12-month post-settlement EBITDA in excess of NZD 3 million, Analytica to receive a 6x multiple on each NZD 1 of EBITDA greater than NZD 3 million, up to a maximum earn-out consideration of NZD 11 million and 50% of earn-out is payable 12 months post-settlement, and 50% in 12 equal monthly installments thereafter. The payment of the earn-out consideration is also contingent on the Analytica providing ongoing services for a minimum of 2 years post-settlement. Approval for the acquisition and the placement will be sought from shareholders at the AGM which will be held on or about November 23, 2017. Shareholders of HRL Holdings Limited approved the transaction in the AGM on November 23, 2017. The upfront consideration will be funded by institutional placement which is subject to shareholders approval and securities plan to be offered to existing eligible shareholders. Under the terms of the acquisition agreement, Analytica shareholders will have the right to appoint a Director to the Board of HRL. The transaction is subject to all necessary ASX and ASIC approvals, waivers and confirmations being obtained by HRL, shareholder approval being obtained by HRL for the proposed Analytica acquisition and placement and other conditions which are standard for a transaction of this nature. The transaction is materially earnings accretive. HRL Holdings Limited (ASX:HRL) completed the acquisition of Analytica Laboratories Limited on December 1, 2017.