iWOW Technology Limited Announces Potential Strategic Acquisition in Silver Economy Sector

Key Points of the Announcement

• iWOW Technology Limited (“iWOW” or “the Company”) has entered into a non-binding term sheet for the proposed acquisition of a Singapore-based private company (the “Target”) specializing in clinically formulated therapeutic meals and rehabilitation-related solutions.
• The term sheet was signed on 30 January 2026, with the controlling shareholders of the Target, collectively holding approximately 95% of the Target’s shares.
• The proposed acquisition covers 100% of the Target’s issued and paid-up share capital, including any shares from vested share options, ensuring full ownership on a fully diluted basis.
• The aggregate consideration for the acquisition is set at S\$11.2 million, to be satisfied by approximately S\$7.2 million in cash (including S\$1 million to the Target’s founder/CEO) and the remaining in new iWOW shares issued to the founder.
• The transaction is subject to standard conditions precedent, including satisfactory due diligence, relevant approvals, funding confirmation, and service agreements with key employees for a minimum of three years post-acquisition.
• The exclusivity period for negotiation and due diligence is three months, during which the Target’s controlling shareholders cannot entertain competing offers.
• No iWOW directors or controlling shareholders have any interest in the Target or its vendors.
• The acquisition, if completed, is likely to be classified as a “disclosable transaction” under SGX Catalist Rules Chapter 10, requiring further disclosure and regulatory compliance.

Strategic Rationale and Potential Impact

The proposed acquisition aligns with iWOW’s stated strategy to expand its presence in the silver economy—a rapidly growing market segment driven by ageing populations and their evolving healthcare and daily living needs. The Target brings clinically validated nutrition and rehabilitation solutions, including texture-modified foods for seniors and those with chronic conditions such as dysphagia, kidney disease, and diabetes.

iWOW expects to leverage the Target’s institutional customer base (healthcare and eldercare organizations), its research capabilities, and its growing consumer outreach. By integrating the Target’s solutions with iWOW’s technology and AI-enabled platforms, management anticipates:

• Enhanced Innovation: Combining clinical nutrition expertise with tech-driven platforms to create differentiated, data-driven solutions for seniors.
• Stronger Recurring Revenue: The Target’s contract-driven business model is expected to improve earnings visibility and cash flow stability for iWOW.
• Long-Term Growth Positioning: Early adoption of clinically validated products creates barriers to entry and supports sustainable growth in the silver economy.
• Ecosystem Synergies: Opportunities for bundled offerings, cross-selling, and accelerated market penetration across B2B and B2C segments, both locally and regionally.
• Integrated Senior Care Vision: Expansion beyond IoT solutions into a holistic care ecosystem, potentially increasing customer engagement and lifetime value.

Principal Terms and Conditions

• Consideration: S\$11.2 million (S\$7.2 million cash, remainder in new shares to the founder).
• No earn-outs, performance conditions, or clawbacks on cash payments; straightforward payment structure.
• Due Diligence: Completion depends on satisfactory legal, financial, technical, and business due diligence.
• Regulatory Approvals: Transaction is subject to necessary consents and SGX listing approval for new shares.
• Funding: iWOW must provide evidence of sufficient funding commitments.
• Key Employee Retention: Minimum three-year service agreements for the founder and other key staff.
• Completion Timeline: Targeted within 14 days after all conditions are met, but not later than six months from the signing of the definitive agreement.
• Exclusivity: Three-month period for negotiation and due diligence, barring competing offers.
• Termination: Term sheet terminates upon signing the definitive agreement, by mutual consent, or expiry of exclusivity period.
• Dispute Resolution: Governed by Singapore law, with arbitration for any disputes.
• Warranties: Vendors not involved in operations provide only limited warranties (title, authority), with liability capped and pro-rated.

Important Considerations for Shareholders

• Non-binding Term Sheet: The current term sheet is non-binding apart from certain provisions (consideration, form of payment, exclusivity, confidentiality). There is no guarantee that the definitive agreement will be signed or the transaction completed.
• Price Sensitivity: The acquisition, if completed, represents a strategic shift for iWOW and may materially affect its future earnings, growth prospects, and valuation in the eyes of investors.
• Potential Share Dilution: Issuance of new shares as part of the consideration may dilute existing shareholders, but aligns the Target’s founder’s interests with iWOW’s long-term growth.
• Regulatory Disclosure: Further details, including financial impact and relative figures under SGX rules, will only be disclosed upon signing the definitive agreement.
• Caution in Trading: As the deal remains subject to negotiation and due diligence, shareholders and investors should exercise caution and consult advisers before making trading decisions.

Next Steps and Further Announcements

iWOW will provide additional updates in accordance with SGX Catalist Rules once a definitive agreement is signed or if there are material developments. Investors should closely monitor the company’s announcements for further details, especially regarding financial impact, integration strategy, and regulatory compliance.

Disclaimer: This article is based on information provided by iWOW Technology Limited as of 30 January 2026 regarding a non-binding term sheet for a potential acquisition. The transaction is subject to further negotiation, due diligence, and regulatory approval. This article does not constitute investment advice. Shareholders and potential investors should consult their professional advisers and exercise caution when trading in iWOW shares.

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