Like his clothes but:Sydney - Thursday - Dec 18: (RWE Australian...

Like his clothes but:

Sydney - Thursday - Dec 18: (RWE Australian Business News) -
Costarella Design Ltd (ASX:CLD) has entered a non-binding memorandum of
understanding with the Asian Centre For Liver Diseases & Transplantation
Inc (ACLT Inc).
ACLT Inc is an investment holding company incorporated under the
laws of the British Virgin Island and has entered a share sale agreement
to acquire the entire issued and paid up capital of Asian Centre For
Liver Diseases & Transplantation Pte Ltd (ACLT Singco).
ACLT Inc is 80pc and 20pc owned by Dato' Dr Tan Kai Chah and Ms
Pamela Anne Jenkins.
The proposed acquisition is subject to these key conditions:
* reciprocal due diligence being conducted to the satisfaction
of both parties;
* both parties entering a final agreement in respect of the
acquisition of ACLT Inc; and
* Costarella observing ASX Listing Rule 11.1.3 and meeting the
requirements of Chapters 1 & 2 of ASX Listing Rules as if it were
applying for admission to the Official List of ASX.
Also, Costarella shareholders must approve resolutions to:
* consolidate shares of the company at an appropriate ratio so
that the share price post-consolidation is at least 20c;
* issue such number of ordinary shares deemed fully paid at a
post-consolidation issue price of at least 20c equal in value to about
11 times ACLT's adjusted net profit;
* dispose of Costarella's current undertaking to related
parties, subject to the company observing relevant provisions of the
Corporations Act and the Listing Rules;
* issue a prospectus and raise up to an estimated $5m to
provide additional working capital and to fund expansion plans of ACLT;
* change the nature of the company's activities; and
* change the company's name.
Purchase consideration for the proposed acquisition, based on a
willing-buyer-willing-seller basis, shall be an amount equal to about
$50m, to be satisfied by the issue of post-consolidation shares.
Assuming a post-consolidation share price of not less than 20c,
the total market capitalisation of the company is anticipated to be
$72m, noting that the vendors would hold 91pc of the issued capital.
Costarella shares are suspended.