The Kudelski Group (SIX:KUD.S) and Neotion have reached an agreement whereby SmarDTV's Conditional Access Module (CAM) and set-top box businesses are transferred to SmarDTV Global, a newly set up entity affiliated with Neotion.
Upfront cash consideration for the transaction amounts to $20 million, subject to customary closing adjustments, with the potential for additional earn-out payments that are primarily based on CAM and set-top box sales volumes in the period up to the end of 2021.
Kudelski retains certain assets, including in particular its buildings in La Ciotat, France and Steeton, United Kindgom, and all patents. The transaction is expected to close by the end of the month.
André Kudelski, chairman and CEO, said: "This transfer of assets to a well-established player is part of the Kudelski Group's strategy to focus on core activities in which it has or will reach critical mass and profitability to fund ongoing growth initiatives. In this transaction, we are placing a lot of attention on preserving our customers' interests and ensuring their full satisfaction over time."
Lionel Boissier, CEO of Neotion, said: "Neotion is strongly committed to ensure the continuity and the further development of both SmarDTV Global's CAM and set-top box businesses, including the further development of an innovative product portfolio for the benefit of SmarDTV Global's customers."
Kudelski's operating entities, NAGRA and Conax, will continue to manage the commercial relationships with their customers for CAMs and will market and sell SmarDTV Global's CAMs in their respective markets. Kudelski and Neotion will also work closely together during a transition period to ensure a smooth handover of the relevant business activities.