Bravura Solutions Limited cancelled the acquisition of GBST Holdings Limited.
June 27, 2019
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Bravura Solutions Limited (ASX:BVS) made a non-binding indicative proposal to acquire GBST Holdings Limited (ASX:GBT) for approximately AUD 170 million on April 12, 2019. The consideration includes AUD 2.5 per share in in cash consideration less upto AUD 0.35 per share in the form of a special dividend payable to GBST shareholders prior to completion of the transaction. As of June 19, 2019, Bravura Solutions Limited has revised offer per share from AUD 2.5 to AUD 2.72 per share. As of June 27, 2019, Bravura Solutions Limited has revised offer per share from AUD 2.72 to AUD 3 per share. Up to AUD 0.15 per share in value attributable to franking credits is potentially available for shareholders who are able to realize the full benefit of the franking credits associated with any special dividend. The proposal offers GBST shareholders a cash and stock option to receive AUD 0.35 per share cash payment less the amount of any special dividend payable to the GBST shareholder and 0.4095 Bravura shares for every GBST share. This option is subject to a cap so that the total number of shares issued by Bravura does not exceed 16.4 million. To the extent that elections for the cash and stock option exceed the cap, shareholders will be subject to pro rata scale back and receive the cash consideration for the shares to which the scale back applies. In order to progress the indicative proposal to a formal binding offer, Bravura is seeking an eight-week period to conduct due diligence. On May 2, 2019, Bravura Solutions Limited announces a AUD 165 million fully underwritten institutional placement to fund the transaction.
The transaction is subject to completion of due diligence to Bravura's satisfaction, unanimous support and recommendation of GBST's Board of Directors, any regulatory or governmental approvals required and execution of a Scheme Implementation Agreement on customary terms and conditions for a transaction of this nature and reflecting the results of due diligence. The Board of GBST advised shareholders to take no action in respect of non-binding indicative proposal. The Board will evaluate the indicative proposal and provide shareholders with a recommendation in due course. Highbury Partnership Pty Limited acted as the financial advisor and Clayton Utz acted as the legal advisor to Bravura. Deutsche Bank AG, Sydney Branch acted as the financial advisor and Norton Rose Fulbright acted as the legal advisor to GBST.
Bravura Solutions Limited (ASX:BVS) cancelled the acquisition of GBST Holdings Limited (ASX:GBT) on June 28, 2019. Proposal was conditional on, among other things, execution of an Exclusivity and Process Deed with Bravura prior to June 28, 2019. GBST has now received other non-binding confidential competing proposals to acquire 100% of the ordinary shares of GBST via cash offers at a price higher than $3.00 per share. Accordingly, the Board has determined to not execute an Exclusivity and Process Deed with Bravura.
Bravura Solutions Limited is an Australia-based provider of software solutions for the wealth management, life insurance, and funds administration industries. The Company operates through two segments: Wealth Management and Funds Administration. Wealth Management segment includes wealth management platforms, which provide end-to-end processing to support all back-office functions relating to daily management of superannuation, pensions, life insurance, investment, private wealth, and portfolio administration. Funds Administration segment includes funds administration platforms, which support administration requirements for a range of investment vehicles in Europe and distributed globally for both retail and institutional investors. Its software solutions enable its clients to increase speed to market, provide a digital experience, and address ongoing changes in financial services regulation. It has operations across Australia, New Zealand, the United Kingdom, Europe, Africa and Asia.