October 17, 2018, Mumbai (India)
Aurionpro Solutions Pte Ltd., a wholly owned subsidiary of Aurionpro Solutions Limited (Aurionpro), has entered into an agreement for acquisition of majority stake (51%) in SC Soft Pte. Ltd. (SC Soft) a Singapore headquartered Automated Fare Collection (AFC) and smart city solution provider. Aurionpro will make investment in tranches by subscribing to the fresh equity shares to be issued by the SC Soft and will acquire majority stake by December 2019 and will have a right to acquire balance 49% stake thereafter. Currently, Aurionpro is subscribing to 619,500 number of new equity shares issued by SC Soft which will take effective holding of Aurionpro to 26.70% of the total equity of SC Soft. The total investment for 51% will be US$ 5mn. The investments by Aurionpro will be used to expand R&D capabilities and ramp up global sales of SC Soft.
SC Soft, founded in 2009 and headquartered in Singapore, has established product offering for AFC based on the open loop technology. It has successfully implemented Automated Fare Collection Systems in the select markets for various mass transport systems across Asia, Russia and Mexico. Having offices in Singapore, Canada, Malaysia and India and with a team of more than hundred people globally and significant investments in R&D, SC Soft is one of the few global players to have end to end open loop solution in a market where most established players as well as operators work on close loop systems. Additionally, SC Soft has a strong team which focus on smart city solutions across Asia region.
Since, Aurionpro is an established player in mobility business and has won Maha Metro – Nagpur and Noida Metro, to provide Automated Fare Collection (AFC) system based on an open loop technology, the acquisition will attract synergies in terms of offerings and execution. In both these projects Aurionpro is in consortium with the State Bank of India (SBI) and SC Soft. Further, Aurionpro is participating in other mobility businesses across India and will further expand its reach in the global markets.
Automated Fare Collection Systems market has high growth potential driven by contactless payment solutions and smart phones. AFC is estimated to reach US$ 10.1 billion by 2022, growing at a CAGR of 13.2% between 2016 and 2022 (Source: Allied Market Research, May 2016). The Asia Pacific market is expected to be one of the fastest growing markets in terms of value, growing at a CAGR of 14.5% between 2016-2022 (Source: “World Automated Fare Collection System Market” Allied Market Research, May 2016). In India as well, many state governments have undertaken projects to build metro railways to improve transport systems for commuters in metro cities and urban areas and also upgrade the bus transport systems for inter-state as well as intra-state transport.
Aurionpro with its reach across multiple geographies, expertise in implementing AFC Solutions, deep domain knowledge of payments systems and its ACE platform will be able to offer cloud based open loop solution making it only Indian player with end to end capabilities for executing the same. The strategic investment by Aurionpro in SC Soft will further strengthen its offerings and leadership in the AFC Segment.
Paresh Zaveri, CMD Aurionpro said “SC soft has been our partner in executing Noida and Nagpur projects. They bring in world class capabilities, experience and thought leadership in the AFC domain. The acquisition of SC Soft will be a strategic milestone as it will help Aurionpro strengthen its leadership in the rapidly growing AFC Market as it will establish Aurionpro as a one stop shop having necessary end to end hardware and software required for the implementation of the AFC Systems.”
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Disclosure of events as per Regulation 30 (2) read with Part A of Part A of Schedule III
|Name of the target entity, details in brief such as size, turnover etc.
|SC Soft PTE LTD (“SC Soft”) is a Singapore Headquartered company incorporated under the laws of Singapore having its Registered Office at 100G, Pasir Panjang Road, #06-31, Interlocal Centre, Singapore 118523.
SC Soft was founded in 2009. SC Soft is having its offices in Canada, India and Malaysia and has a team of more than hundred people having it is own R&D center and with a consolidated turnover of S$ 4.2 Million as on 31st December 2017.
|b)||Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”||The proposed acquisition does not fall within the related party transactions and none of the promoter/ promoter group/ group companies have any interest in the entity being acquired.
|c)||Industry to which the entity being acquired belongs
|Information Technology (Automated Fare Collection System, based on open loop technology)|
|d)||Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)||The acquisition will establish Aurionpro as an end to end provider of automated fare system and will strengthen its leadership in the market.|
|e)||Brief details of any governmental or regulatory approvals required for the acquisition||No governmental or prior regulatory approvals are required for the acquisition.|
|f)||Indicative time period for completion of the acquisition
|51% of Equity Shares Capital of SC Soft to be acquired in one or more tranches upto December 2019.
Currently subscribing to the 619,500 number of new shares issued which will take effective holding of Aurionpro to 26.70% of the total equity.
The transaction is expected to be completed by end of December 2019
|g)||Nature of consideration – whether cash consideration or share swap and details of the same||Cash Consideration by way of subscription to the fresh equity to be issued by SC Soft.|
|h)||Cost of acquisition or the price at which the shares are acquired||USD 5 Million towards acquisition of 51% stake|
|i)||Percentage of shareholding / control acquired and / or number of shares acquired||51% of Equity Share Capital of SC Soft is proposed to be acquired in one or more tranches.|
|j)||Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)||SC Soft was founded in 2009 and is head quartered in Singapore. It has the product range on hardware and software for mobility industry based on the open loop technology. It has successfully implemented Automated Fare Collection Systems (AFCS) in the select markets for various mass transport systems across Asia, Russia, Mexico. SC Soft is having its offices in Canada, India and Malaysia and has a team of more than hundred people having it is own R&D center. SC Soft has proprietary front end hardware and software components required for the AFC and payment solution for the industry. SC Soft has also formed partnerships and alliances in various markets and has active participation in OSPT alliance for mass public transportation.
The details of Turnover for last 3 years:
Aurionpro Solutions (NSE: AURIONPRO) (BSE: 532668) Aurionpro is a global technology solutions leader that helps enterprises accelerate their digital innovation, securely and efficiently. It combines core domain expertise, thought leadership in innovation, security and leverages industry leading IP to deliver tangible business results for global corporations. Employing more than 1,200 domain and technology experts across North America, Asia and Europe, Aurionpro caters to a host of clients across BFSI, Telecom and Logistics industry.
For more information, visit: www.aurionpro.com.