Iress acquisition inches closer
Iress has received a third non-binding and indicative (NBOI) proposal from Luxembourg-based EQT Fund Management to acquire 100% of Iress’ shares and the board intends to recommend shareholders to vote in favour of the proposal subject to due diligence.
The latest proposal was to acquire the shares via a scheme of arrangement at a revised implied value of $15.91 cash per share before franking credits, comprising cash consideration of $15.75 to be paid by EQT plus a permitted FY21 interim dividend for eligible shareholders up to $0.16 per Iress share.
The previous two proposals assumed there would be no further dividends paid by Iress or capital management prior to completion of any transaction.
Under the proposal, eligible shareholders would be entitled to receive Iress’ proposed interim FY2021 dividend up to $0.16 per share, franked to the fullest extent possible.
The Iress board said it considered the proposal in the best interest of shareholders to engage further with EQT in relation to the proposal.
Iress said it agreed to grant EQT a period of 30 days to undertake its due diligence and agreed to certain exclusivity provisions during this period.
“Iress’ directors intend, subject to the entry into a scheme implementation deed on acceptable terms, to unanimously recommend that Iress shareholders vote in favour of the proposal in the absence of a superior proposal and subject to an independent expert concluding that the proposed transaction is in the best interests of Iress shareholders,” Iress said.
The proposal was subject to a number of conditions and assumptions, including:
- Due diligence, with exclusivity during the 30-day due diligence period;
- No dividends or capital returns being paid by Iress prior to completion of the proposed transaction other than the proposed FY21 interim dividend;
- Negotiation and execution of a scheme implementation agreement and associated board and investment committee approvals; and
- Receipt of necessary regulatory approvals, including foreign investment review board approval.
“The board recommends that Iress shareholders take no action in relation to the proposal by EQT,” Iress said.
“There is no certainty that the proposal will result in an offer capable of acceptance for Iress shareholders.”
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