AVI-TECH HOLDINGS LIMITED Announces Entry Into Term Sheet for Potential Acquisition of Create Technologies Pte. Ltd.

Key Highlights

• Strategic Investment: Avi-Tech Holdings Limited (“Avi-Tech” or “the Company”) has entered into a term sheet with Create Technologies Pte. Ltd. (“Create”), marking a potential major transaction under the SGX Listing Manual.
• Phased Acquisition Structure: Avi-Tech intends to subscribe for new shares in Create, with the possibility of acquiring up to 100% ownership, subject to Create achieving specific revenue and profitability targets.
• Potential Maximum Consideration: The aggregate consideration for the full acquisition could reach approximately S\$18.87 million, inclusive of phased investments and options.
• Shareholder Approval Required: The transaction’s completion is conditional upon approval by Avi-Tech’s shareholders at an extraordinary general meeting (EGM).
• Business Diversification: This deal signals Avi-Tech’s entry into the high-growth field of high-precision positioning, tracking, and structural monitoring solutions.

Details of the Proposed Transaction

On 15 December 2025, Avi-Tech announced entry into a term sheet with Create Technologies Pte. Ltd., an exempt private company incorporated in Singapore. The proposed transaction will see Avi-Tech subscribing for new ordinary shares in Create, with a structured pathway to potentially acquire the company in phases.

Current Ownership Structure: Create is fully owned by its founders, Ge Weifeng and Huai Chaohui, who collectively hold 100% of the issued shares.

Business of Create: Create is engaged in research and experimental development on electronics, with a focus on high-precision positioning systems, tracking technologies, and building deformation monitoring. Its proprietary solutions are based on Global Navigation Satellite System (GNSS), Ultra-Wideband (UWB), and inertial navigation technologies, positioning Create as a technology leader in this fast-growing sector.

Financial Advisor: W Capital Markets Pte. Ltd. is acting as financial adviser to Avi-Tech for this transaction.

Rationale and Strategic Impact

• Sector Growth: The high-precision positioning and monitoring sector is experiencing rapid expansion, driven by increasing global demand for smart infrastructure and advanced monitoring systems.
• Diversification: The acquisition will allow Avi-Tech to diversify into new business segments, potentially enlarging its earnings base and enhancing market capitalisation.
• Potential for Increased Investor Interest: The transaction could improve trading liquidity and investor interest in Avi-Tech shares, given the positive business outlook for Create.

Key Terms and Structure

Conditions Precedent

• Satisfactory due diligence by Avi-Tech on Create.
• Entry into a binding shareholders’ agreement among Avi-Tech, Create, and the Existing Shareholders.
• Receipt of all necessary regulatory and shareholder approvals, including approval at an upcoming EGM.

Phased Transaction Structure

1. Phase 1: Avi-Tech will subscribe for 85,714 new shares in Create for S\$2 million in cash, resulting in a 30% equity stake in Create upon completion.
2. Phases 2 to 4: Subject to Create meeting revenue/profitability milestones, Avi-Tech will receive call options, and the founders will receive put options, allowing Avi-Tech to increase its shareholding incrementally up to 100%. If targets are not achieved, Avi-Tech may receive discounted options or opt out of future phases.
   • Consideration in each phase may be settled in cash or a mix of cash and Avi-Tech shares (at S\$0.30 or S\$0.33 per share).
   • The total maximum consideration (across all phases) is capped at S\$18.87 million.

Timeline and Exclusivity

• The parties aim to finalize and enter into definitive documents within three months from the date of the term sheet. If not, the term sheet will terminate without liability for pre-existing obligations.
• Exclusivity applies during this period, preventing either party from negotiating similar transactions with third parties.
• Completion is to occur within six months of signing the definitive documents, unless otherwise agreed.

Potential Impact on Shareholders and Share Price

• Major Transaction: The deal is considered a major transaction under SGX rules, requiring shareholder approval at an EGM. Shareholders should note that the transaction could materially affect the business direction, financial profile, and future earnings of Avi-Tech.
• Potential Share Dilution: Future phases may involve the issuance of new Avi-Tech shares as part of the consideration, which could dilute shareholdings, depending on the structure adopted.
• Price Sensitivity: The transaction, if completed, opens up new growth avenues and could significantly impact the valuation and share price of Avi-Tech. Failure to complete the transaction, or underperformance by Create, may negatively affect sentiment.
• No Director or Substantial Shareholder Interests: The company confirmed that, to the best of its knowledge, no director or substantial shareholder has any interest in the transaction, other than through their shareholdings in Avi-Tech.

Cautionary Statement to Investors

There is no certainty that definitive documentation will be executed or that the transaction will be consummated. Shareholders and potential investors are strongly advised to exercise caution when dealing in Avi-Tech shares and to seek professional advice if in doubt.

Responsibility Statement

The Board of Directors takes responsibility for the accuracy of this disclosure and confirms, after making all reasonable inquiries, that all material information regarding the proposed transaction has been fairly and fully disclosed. Where third-party information has been cited, the Board has ensured its accurate reproduction.

Disclaimer: This article is for informational purposes only and is not intended as investment advice. Investors should conduct their own due diligence and consult qualified financial advisers before making investment decisions. The information presented herein is based on public disclosures by Avi-Tech Holdings Limited as of 15 December 2025. The company’s plans and projections are subject to change and there is no guarantee that the proposed transaction will proceed or be completed as described.

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