Sincap (SGX:5UN) intends to acquire the entire issued and paid up share capital of Skylink APAC for SG$42.3 million, according to filing with the Singapore Exchange on Wednesday.

Depending on the completion of the proposed acquisition, the commercial motor vehicle leasing, rental and engineering company will also obtain its public listing status.

The company has entered into a sales and purchase agreement with PM Capital shareholders Wesley Shen, Grace Xue, Johnson Shen and Teh Cheng Hooi for the proposed acquisition.

A base consideration of up to SG$28.3 million comprising SG$27.5 million will be satisfied through the allotment and issue of 122,222,222 new shares of the company to PM Capital at an issue price of SG$0.225 per share, while the sum of SG$800,000 will be paid in cash within 18 months from the date of completion.

A deferred consideration of roughly SG$14 million will be made as an earn-out which will be dependent upon the adjusted accumulated net profit after tax of Skylink for the fiscal years ended March 31, 2025, and March 31, 2026, of no less than SG$7.3 million.

Up to SG$12.5 million of the deferred consideration will be satisfied through the allotment of 55,555,555 new shares.

Meanwhile, the remaining balance of SG$1.5 million will be paid in cash within 18 months from the date the deferred shares are issued.

In order to facilitate the proposed acquisition, Sincap will be required to consolidate its shares to 8,505,000 from 1,701,000,410.