KUALA LUMPUR (April 24): The agreement signed by Media Prima Bhd's unit for a 52% stake buy into Malay-language digital news producer Vocket Media Sdn Bhd has been terminated due to legality issues.

However, an alternative acquisition structure has been proposed and accepted by all parties, following the termination of the share sale and purchase agreement (SSPA) inked in June 2018, Media Prima said in an exchange filing today.

Media Prima said the termination was due to "certain legality issues pertaining to the filing of certain corporate secretarial documents of Vocket, which was part of Vocket's completion obligations".

"Vocket was unable to fulfil their completion obligations. Accordingly, the parties agreed that from the date of the Deed of Mutual Termination, subject to the terms and conditions contained therein, the SSPA shall be terminated," the group said.

Under the new arrangement, a new company (NewCo) will be incorporated. Vocket will be required to transfer all its business assets to NewCo via an asset purchase agreement.

"This includes a transfer of all of its business intellectual property assets in favour of the NewCo at the NewCo's own costs and expenses. Thereafter, Rev Asia [Holdings Sdn Bhd] will proceed to acquire the shares of the vendor in the NewCo, based on similar terms to the [previous] SSPA," read the filing.

Under the new letter of offer, the cash consideration of RM2.6 million for a 52% stake acquisition in NewCo remains unchanged. The salient terms of the new SSPA, amongst others, are subject to the satisfactory completion of a full legal and financial due diligence on the NewCo.

In June 2018, Media Prima announced that its wholly-owned unit Rev Asia entered into a conditional SSPA with Jaffa Sany Mohd Ariffin for 520,000 ordinary shares in Vocket.

The proposed acquisition was said to be in line with the transformation plan of Media Prima for digital business expansion, and is expected to provide the group with the opportunity to solidify its digital presence and facilitate continued growth.

Shares in the media conglomerate settled unchanged at 48 sen at the noon break today, for a market capitalisation of RM532.42 million.