Oslo ,6 July 2021 at07:00 CEST : Reference is made to the announcement byCrayon Group Holding ASA (Crayon) on1 July 2021 , regarding Crayon confirming to be in constructive discussions withRhipe Limited (Rhipe ) regarding a potential offer to acquire 100% of the outstanding share capital inRhipe . Crayon is pleased to announce that it has entered into a binding Scheme Implementation Deed ("SID") withRhipe under which it is proposed that Crayon will acquire 100% of the shares inRhipe by way of Scheme of Arrangement (the "Scheme"), an Australian legal concept wherebyRhipe will seek to convene a meeting of its shareholders to consider and vote on the proposed acquisition by Crayon. The vote to implement the Scheme is subject to approval by a vote ofRhipe shareholders by at least 75% of votes being cast in favour of the Scheme and a majority by number of allRhipe shareholders present and voting (in person or by proxy). The transaction is fully funded through a combination of available liquidity, the newly completedNOK 1,800 million senior unsecured floating rate bond issue and increased credit facilities. The acquisition is expected to advance Crayon's position in the APAC region and significantly contribute to the organic growth and profitability of the group. Under the terms of the SID, Crayon will pay a total cash consideration of AUD 2.50 perRhipe share (reduced to the extent of any permitted special dividend declared byRhipe after the date of the SID), corresponding to an equity value of approximately AUD 408 million /NOK 2,600 million *), an enterprise value of approximately AUD 354 million /NOK 2,300 million **) and an estimated CY2021 adj. EBITDA multiple***) of approximately 15.6x pre-synergies. Established in 2003,Rhipe is a leading, Australian-based wholesale provider of subscription-based cloud licenses, infrastructure, and services in the APAC region.Rhipe has about 500 employees and serves more than 3,000 IT resellers across 10 countries in the APAC region. On a combined basis, the acquisition is estimated to add approximatelyNOK 140 million to Crayon's LTM Q1 adjusted EBITDA. "This acquisition is part of our global expansion strategy as it helps to accelerate our business, especially in theAsia Pacific region. Crayon andRhipe's go-to-market models are completely aligned, particularly when it comes to the channel business," said Crayon CEOMelissa Mulholland . "Through our synergies, we will be able to drive business value from Day 1 of this acquisition." The directors ofRhipe have unanimously recommended thatRhipe shareholders vote in favour of the Scheme at the Scheme meeting in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests ofRhipe's shareholders.Rhipe chairman,Gary Cox said: "The Rhipe Board has unanimously concluded that the Scheme represents an attractive outcome for our shareholders, partners and customers, and staff. In the Rhipe Board's view, the all cash price at a significant premium to the recent VWAP trading performance reflects the inherent value ofRhipe's business operations, platform, and growth strategy throughoutAsia Pacific .Rhipe's partners and customers will benefit from the broader global service capability from a combined Crayon andRhipe . In addition, Crayon's offer is positive news forRhipe's staff, as we believe there will be increased opportunities to develop new technologies and products and grow their careers." Further, one ofRhipe's major shareholders,Tutus McDonagh Pty Ltd , (who owns or controls approximately 14.8% of ordinaryRhipe shares on issue) has confirmed it intends to vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests ofRhipe's shareholders. The Scheme is expected to be completed during Q4 2021, but is subject to conditions customary for a transaction of this nature, including,Rhipe shareholder approval by the requisite majorities at the Scheme meeting, approval by an Australian Court, customary regulatory approvals, the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests ofRhipe shareholders, noRhipe material adverse change and no prescribed occurrences. Further updates on the process will be given in due course.ABG Sundal Collier ASA is acting as exclusive financial advisor and AGP Advokater AS (Norway ) andBaker & McKenzie (AUS) are acting as legal counsels to Crayon in connection with the transaction. There will be aCrayon Group Holding ASA presentation about this announcement on Tuesday,6 July 2021 at11 a.m. CEST . You can access the live presentation here: https://bit.ly/Crayon-Update For further information, please contact: Jon Birger Syvertsen Chief Financial Officer,Crayon Group Holding ASA Tel.: +47 97 19 92 51 Email: Jon.Birger.Syvertsen@crayon.com About CrayonCrayon Group Holding ASA is a leading IT advisory firm in software and digital transformation services. With unique IP tools and skilled employees, Crayon help optimize its clients' ROI from complex software technology investments. Crayon have long experience within volume software licensing optimization, digital engineering, predictive analytics and assists the clients through all phases of the process of a digital transformation. Headquartered inOslo, Norway , the company has more than 2,000 employees in 50 offices worldwide. This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published byJon Birger Syvertsen , Chief Financial Officer,Crayon Group Holding ASA , at the date and time as set out above. *) Based on a fully diluted share count of 163,341,637 fully diluted shares, consisting of 161,075,376 ordinary shares on issue and 2,266,261 performance rights on issue eligible to convert **) Enterprise Value calculated as fully diluted market capitalization of AUD 408 million less net cash balance expected at30 June 2021 of around AUD 54 million ***) Estimated Crayon-comparable adjusted EBITDA for the calendar year 2021 calculated by adjusting consensus CY2021 adj. EBITDA of AUD 20.7 million (Rhipe's reported line-item "operating profit") with approx. AUD 2.0 million in estimated AASB16 costs
Click here for more information
© Oslo Bors ASA, source