AIOS Tech Deal Would Give SmartCore Sellers 80.16% of Shares

AIOS Tech Inc. has agreed to acquire SmartCore Holdings Limited in an all-stock deal that would give the sellers 80.16% of AIOS shares but only 6.21% of voting power. AIOS will issue 33,333,334 Class A common shares valued at $3 apiece, putting the transaction value at about $100 million. The sellers are Better Way Holdings Limited, Novo Spring Management Limited and Cloud Spring Limited. No cash payment is due. The ownership and voting estimates assume no other shares are issued before closing. Each Class A share carries one vote, while each Class B share carries 100 votes. After a pre-closing reorganization, SmartCore is expected to provide cross-border network connectivity and data center services across Hong Kong, Macao, Singapore and Thailand. Its services include server hosting and bandwidth management.

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