KUALA LUMPUR (May 18): XOX Bhd said on Wednesday (May 18) its wholly-owned subsidiary XOX Pro Sport Sdn Bhd on Tuesday (May 17) entered into a share sale agreement with Impact Media & Communication Sdn Bhd for XOX Pro's proposed acquisition of the 100% equity interest in football club owner Perak FC Sdn Bhd for RM1.

"XOX views the proposed acquisition as an opportunity to expand its reach further by enlarging its ecosystem to incorporate football," mobile virtual network operator XOX said in a Bursa Malaysia filing.

According to XOX, the RM1 purchase price for Perak FC was arrived on a willing-buyer, willing-seller basis after taking into consideration Perak FC's loss after taxation, outstanding liabilities and operational difficulties of the football club.

XOX said Perak FC recorded a loss after taxation of RM2.32 million as at June 30, 2021 while net liabilities stood at RM3.5 million.

As of December 31, 2021, Perak FC’s outstanding liabilities stood at approximately RM7.1 million, according to XOX.

"The XOX Group will [however] not be assuming any liabilities, including contingent liabilities and guarantees arising from the proposed acquisition," XOX said.

According to XOX, the proposed acquisition of Perak FC is conditional upon the fulfilment of several conditions within 24 months from the date of the share sale agreement.

The conditions include the completion of the financial and legal due diligence on Perak FC by XOX Pro and that Impact Media having repaid Perak FC’s debt in full.

XOX said the proposed acquisition of Perak FC is expected to be completed by the third quarter of 2024.

Impact Media is an advertising agency. According to XOX, the issued share capital of Impact Media is RM2,500 comprising 2,500 shares which are equally owned by Rehana Mohd Abbass and Mohamad Aimran Razif Roslan.

Rehana and Mohamad Aimran are also directors of Impact Media, which is the registered owner of 2,500 shares representing a 100% equity interest in Perak FC, XOX said. 

At Bursa's 5pm market close on Wednesday (May 18), XOX's share price settled unchanged at 1.5 sen, valuing the company at about RM75.75 million.

XOX's latest-reported number of outstanding shares stood at 5.05 billion, according to the company's Bursa filing on Tuesday (May 17).