Asiaphos to acquire majority stake in DC Alliance, expanding into data centres

The term sheet covers Tier III facility plus optional capacity build-out rights.

Asiaphos Limited is moving to expand into the data centre sector through a proposed majority acquisition of DC Alliance Pte. Ltd., according to an exchange filing.

The Catalist-listed company has entered into a non-binding term sheet to acquire 51% of DC Alliance for $6.96m (AU$7.65m). The deal values the target at an implied $13.65m (AU$15m).

Following completion, DC Alliance would become a majority-owned subsidiary of Asiaphos.

The target is an investment holding company that owns 100% of Pier DC Pty Ltd, which operates the DCA | PIER data centre facility in Canning Vale, Western Australia. The facility is Uptime Institute Tier III-certified.

Asiaphos said the proposed acquisition remains subject to due diligence, definitive agreements, regulatory approvals, and other closing conditions.

The consideration may be satisfied in cash, shares in Asiaphos, or a combination of both. If shares are issued, the price will be the lower of $0.01 per share or the price of any concurrent equity placement linked to the transaction.

The company said it has also entered a 90-day exclusivity period with the vendors, during which DC Alliance is restricted from engaging other potential buyers. Asiaphos has paid a $200,000 refundable exclusivity deposit.

The deposit will be refunded if exclusivity terms are breached, if definitive agreements are not signed within the period, or if the deal does not proceed without Asiaphos default. If completed, it will be offset against the purchase consideration.

Key conditions include satisfactory due diligence, fundraising to finance the acquisition, and regulatory approvals in Singapore and Australia where applicable.

The agreement also includes a proposed lease or colocation arrangement for up to 1 megawatt (MW) of IT load capacity at the facility, with an option to expand by at least 6MW. Asiaphos would also receive a right of first refusal over Phase 2 expansion capacity.

Separately, the term sheet includes a five-year right of first refusal over AI and robotics-related funding events linked to DC Alliance founder and executive chairman Roy Wong, subject to completion of the transaction.

The deal is classified as potentially a major transaction under SGX Catalist rules and would require shareholder approval if definitive agreements are signed.

Asiaphos said there is no certainty that definitive agreements will be entered into or that the transaction will be completed.

($0.91 = AU$1)