CIMG to acquire Daren via $40M escrowed‑share, performance‑linked deal with steep revenue targets

CIMG secures conditional acquisition of biomedicine integrator Daren

CIMG Inc. says its wholly owned subsidiary DZR Tech Limited agrees to acquire 100% of Daren Business Technology Limited under a performance‑linked deal signed on Feb. 5, 2026. The parties expect to close within 30 days, subject to customary closing conditions and satisfactory due diligence, after which an escrow mechanism tied to Daren’s audited revenues takes effect. The arrangement is designed to align purchase consideration with the target company’s near‑term commercial performance.

Performance‑linked consideration and milestones guide release of escrowed shares

Under the agreement, CIMG pays the aggregate purchase consideration in CIMG shares held in escrow with an approximate aggregate value of $40 million. Escrowed shares become eligible for release in four phases across an approximately 3.5‑year assessment period running from April 2026 through September 2029, with release ratios of 6%, 14%, 28% and 52% respectively. Each tranche is contingent on Daren meeting audited revenue thresholds that escalate materially year‑on‑year: at least $29 million for April–September 2026; $71 million for Oct. 1, 2026–Sept. 30, 2027; $143 million for Oct. 1, 2027–Sept. 30, 2028; and $257 million for Oct. 1, 2028–Sept. 30, 2029. The structure permits adjustments to the value and number of shares to reflect performance variances, cancels unreleased shares if targets are unmet and allows cumulative excess performance to offset prior shortfalls.

Acquisition strengthens CIMG’s biomedical capabilities while shifting execution risk

CIMG frames the deal as a means to broaden its footprint in high‑tech biomedicine by adding Daren’s integrated R&D, production, marketing and technical services capabilities. The phased, revenue‑based escrow mitigates upfront payment risk and ties management incentives to commercial execution, potentially accelerating product development and supply‑chain integration if Daren hits the ambitious revenue ramps. At the same time, the escalating targets represent a demanding growth trajectory, meaning material value realization for CIMG depends on rapid scaling of sales and operations over the assessment period.

Closing conditions, due diligence and timing

The companies anticipate closing within the 30‑day window provided due diligence and customary conditions are satisfied, after which the first tranche becomes eligible for release beginning in April 2026. The agreement also allows timing and value adjustments to address practical execution issues or over‑achievement.

About Daren and strategic fit

Daren describes itself as a high‑tech biomedicine enterprise with R&D, quality control and supply‑chain management capabilities, supplying medical products and related solutions to target markets. CIMG positions the acquisition as complementary to its existing technology and life‑science initiatives.