The minimum payment is $US23.4m of which $US1.5m is cash and the remainder scrip at $A1.85 per share.
The max payment is $US244.9m. These are payable in stock or cash at TFC’s discretion.
The payments comprise the minimum purchase price, milestone payments, base earn out payments, incentive earn out payments and final earn out payments. The minimum purchase price ($US1.5m cash + scrip) and most of the $US46m milestone payments occurs before successful products are developed. (TFC could pay the milestone payments in scrip). All of the other payments are paid out of the cash flow from the royalty stream of the developed products.
Also TFC is committed to provide minimum funding support of $US2.5m per year for 5 years.
So TFC could be paying out of its cash flow $US1.5m plus $US2.5m per year to develop a pharmaceutical market for sandalwood oil (of which it is the only supplier). In addition, it would need to issue around $US70m of scrip. TFC will also gain all the royalty stream after an 8 year period.
TFC Price at posting:
$1.49 Sentiment: Buy Disclosure: Held