Planbox, Inc. entered into a conditional agreement to acquire business and assets from Imaginatik plc (AIM:IMTK) for $2.5 million on January 10, 2019. Under the terms of the transaction, the consideration payable of $1.72 million payable in full in cash on completion and with the release of an additional $0.25 million if certain customers sign contracts before March 31; and a maximum holdback amount of $0.37 million payable in full on August 1, 2019 if not less than 90% (by value) of the Imaginatik's account receivables as at completion have been paid to the Planbox, Inc. by March 31, 2019. If by June 30, 2019, more than 70% but less than 90% of the account receivables have been paid then $0.19 million of the holdback amount will be paid on June 30, 2019 and the holdback amount will be reduced by $0.19 million. If less than 70% of the account receivables have been paid to the Planbox, Inc. by June 30, 2019 then no payment will be due and the holdback amount will be reduced by $0.37 million. An additional earn out payment of $0.3 million will be paid by August 1, 2019 (or, if earlier, as soon as possible following the satisfaction of the earn out conditions) conditional on the cumulative earnings before interest and taxes of the business transferred for the six months to June 30, 2019 being equal to or exceeding £0.29 million ($0.37 million) and the Planbox, Inc. not having had to finance the business. The post completion consideration is capped at $0.8 million. The disposal includes the business and assets of Imaginatik, including its name, associated domains and trademarks and its trading assets, (being the whole business of the Imaginatik plc). The board is proposing to change the name of Imaginatik plc to Abal Group plc. All Imaginatik employees will be transfer to the Planbox, Inc. on the same terms and conditions under which they are currently engaged, save in respect of Forrest and Taylor. Simon Charles, John Treacy and Angus Forrest will remain as directors of the Company following Completion. Taylor will step down from the Board on Completion. The transaction is subject to the approval of Imaginatik's shareholders and other customary conditions . If shareholder's approval is not obtained on or before January 28, 2019, the agreement may be terminated and the disposal may not be completed. As of January 28, 2019, the transaction is approved by the shareholders of Imaginatik. The transaction is expected to complete on or about February 4, 2019. The net cash proceeds arising from the disposal are expected to be approximately £1.4 million ($2.2 million) and will be utilised first to extinguish the Company's liabilities. It is anticipated that the cash to be received by the company will be used to acquire another business(es) which the directors believe will deliver greater returns for investors. Mike Coe and Chris Savidge of WH Ireland Limited and RSM UK Group LLP, Investment Banking Arm acted as financial advisors to Imaginatik plc. Hugh Gardner, Olga Ayers and Ed Belam of Marriott Harrison acted as legal advisors to Abal Group Plc.