Brainware has sold its 64.05% interest in Integrated Tertiary Software (ITS) for R12.3 million to a consortium led by ITS management.
Brainware will also buy back about 17.4 million Brainware shares for a nominal R1.
The sale was originally part of the bidding process to which several of Brainware`s planned disposals have been subjected, but was withdrawn from the process and sold directly.
Part of the reason for the sale to the ITS-led consortium was the potential for litigation arising from a dispute over the ownership of intellectual property employed by ITS.
Potential buyers had made it clear during the bidding process that the disposal of the Brainware interest would likely be conditional upon the resolution of the dispute.
Brainware says the ITS management also indicated, as shareholders, that they might not be prepared to enter into a shareholders` agreement with any third-party. It also says the ITS directors might have frustrated the transfer of the shares making up Brainware`s interest.
The group adds that the dispute would probably have a negative effect on the ongoing operations of ITS and the future value of the Brainware interest.
Brainware has received a competing offer of R16.1 million from Ukusa Technologies, but the group says the agreement with the consortium is a binding one. The Ukusa offer is also not underpinned by a bank guarantee.
The group will recommend to shareholders that they accept the consortium`s offer.
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