The respective boards of directors of SecureData ("SecureData board") and MB Tech, a wholly-owned subsidiary of MB Technologies, are pleased to announce that MB Tech has made an offer (offer) to acquire the entire issued ordinary share capital of SecureData, excluding treasury shares ("proposed transaction"), being 227 128 521 (two hundred and twenty seven million one hundred and twenty eight thousand five hundred and twenty one) SecureData Shares ("SecureData Shares"), by way of a scheme of arrangement ("scheme"), to be proposed by the SecureData Board between SecureData and the holders of the SecureData Shares ("SecureData Shareholders"), in terms of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended ("the Companies Act").
SecureData and MB Tech entered into a written implementation agreement on 19 November 2013 ("implementation agreement") in relation to the offer, which agreement contains, inter alia, provisions relating to the implementation of the offer and certain undertakings given by SecureData (including undertakings regarding the conduct of the SecureData business in the period between the signature of the implementation agreement and the implementation of the scheme).
The terms of the offer provide for the payment to each SecureData shareholder ("scheme participants"), if the scheme becomes unconditional and is implemented, an amount of 38 cents in cash for each SecureData share held by such scheme participant on the scheme consideration record date ("consideration").
MB Technologies, the sole shareholder of MB Tech, is one of the largest unlisted IT organisations in South Africa. Established over 26 years ago, it has grown into one of the leading distributors of ICT products and services, offering hardware and software products throughout southern Africa. The company also provides complementary value-added IT services, including, inter alia, logistics solutions incentive schemes, training programmes, financing solutions and focused product management strategies.
The implementation of the proposed transaction, which will add significantly to the products, services, client base and skills set within the combined businesses, is expected to build scale to both businesses, which would benefit from synergies and cost savings resulting in a more efficient organisation with increased diversification.
In addition, MB Tech firmly believes that opportunities exist to cross-sell products and services to the respective companies' client base, and to provide improved services to mutual clients. MB Tech recognises the strengths of SecureData in its chosen fields and wishes to work collaboratively with its existing management team to leverage off their experience, skill set and networks.
Furthermore, the implementation of the scheme will result in the termination of the listing of SecureData shares, the offer will provide SecureData shareholders with a cash exit opportunity.
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