CIMG Inc. Acquires 100% of Daren Business for Approximately $40M

CIMG Inc. announced that its wholly owned subsidiary, DZR Tech, entered into a definitive share purchase agreement on February 5 with the sole shareholder of Daren Business Technology to acquire 100% of the issued and outstanding equity interests in Daren. The transaction is subject to the completion of customary closing conditions, including the satisfactory completion of due diligence. The Company expects the parties to complete the closing within 30 days following the execution of the Agreement. Under the Agreement, the aggregate purchase consideration will be paid in the form of shares of the Company held in escrow, with an aggregate value of approximately $40M. These escrowed shares will be released in four phases over approximately 3.5-year assessment period from April 2026 through September 2029, based on the Target Company's achievement of specified performance targets. The release ratios for each phase are set at 6%, 14%, 28%, and 52%, respectively. Performance Targets are as follows: April 1, 2026 - September 30, 2026: the Target Company shall achieve audited revenue of no less than $29M; October 1, 2026 - September 30, 2027: the Target Company shall achieve audited revenue of no less than $71M; October 1, 2027 - September 30, 2028: the Target Company shall achieve audited revenue of no less than $143M;October 1, 2028 - September 30, 2029: the Target Company shall achieve audited revenue of no less than $257M. The value and number of escrowed shares subject to release are subject to adjustment in accordance with the terms of the Agreement. If the applicable performance targets are not achieved for any assessment period, the portion of the escrowed shares allocated to such period will be reduced in accordance with the Agreement and the unreleased shares will be canceled. If the cumulative performance targets are exceeded, such excess performance may be applied to offset any shortfalls from prior assessment periods.