Adapt IT is ready to continue buyout negotiations with Huge Group, as the company has appointed a four-member board to assess the R800 million bid offered for all its shares.
The announcement by the software services company came after Huge Group made a firm offer on Monday after receiving shareholder approvals of the proposed transaction.
Huge Group, whose subsidiaries operate in the telecommunications, media, technology and software industries, is offering a swap ratio of 0.9 of a Huge share for every one Adapt IT share tendered.
The swap ratio is based on a reference price of 613c per Huge share and an implied price of 552c per Adapt IT share.
The technology company made a shock takeover bid last week, offering a 33% premium on the Adapt IT shares.
In a note to shareholders yesterday, Adapt IT said it had “constituted an independent board of directors, consisting of Craig Chambers, Oliver Fortuin, Zizipho Nyanga and Catherine Koffman, to fulfil the role of an ‘independent board’ for the purpose of the general offer and advising shareholders thereon as required by the takeover regulations”.
The company added the board will appoint an independent expert to issue a report on the general offer, and to express an opinion on whether the terms and conditions of the deal are fair and reasonable to Adapt IT shareholders.
“The opinion of the independent expert and the basis for its conclusion will be included in the Adapt IT circular. The opinion of the independent board, after taking into consideration the opinion of the independent expert, will also be included in the Adapt IT circular.”
Huge Group has since procured irrevocable undertakings from its shareholders holding 79.57% of the issued share capital to continue with the acquisition.
However, Adapt IT yesterday cautioned that the offer is deemed a category one transaction for Huge and accordingly, shareholder approval by Huge shareholders would need to be sought by way of a general meeting.
“Adapt IT will provide its shareholders with indicative dates and times once clarity has been obtained on the Huge shareholder approval process and timelines.”
The Johannesburg-headquartered group provides specialised software and digitally-led business solutions to the education, manufacturing, financial services, energy, communications and hospitality sectors, and has a presence in Mauritius, Botswana, Ireland, Kenya, Australia and New Zealand.
The company derives almost three-quarters of its revenue from SA.
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