Publicly listed specialist services and Microsoft licensing distributor Rhipe has accepted Crayon’s takeover proposal at A$2.50 per share, valuing the deal at A$408 million.
Shareholders will also receive a fully franked special dividend of up to A$0.13 per share as part of the purchase conditions. The A$408 million value is based on a fully diluted share count of 163.3 million shares.
Rhipe directors are recommending shareholders vote in favour of Crayon’s offer, in the absence of a superior proposal.
Crayon, an Oslo-based software asset management and cloud optimisation company, has operations in more than 35 countries and revenues of about Kr 19.5 billion (A$3 billion).
In a statement lodged with the Australian Securities Exchange (ASX), Rhipe chairman Gary Cox said the Scheme represents an attractive outcome for shareholders, partners, customers and staff.
“Rhipe’s partners and customers will benefit from the broader global service capability from a combined Crayon and Rhipe,” Cox said. “In addition, Crayon’s offer is positive news for Rhipe’s staff, as we believe there will be increased opportunities to develop new technologies, products and grow their careers.”
For FY21 Rhipe is expecting reported earnings before tax of around A$17 million and its net cash balance to be around A$54 million.
At the time of publication, Rhipe was trading at A$2.52 on the ASX.
On 1 July, Rhipe confirmed it had received an indicative, non-binding takeover offer from the Norwegian IT consultancy firm, but indicated there was no certainty that Crayon would submit a binding proposal and the two were continuing to work together.
At the time of writing, Rhipe's market capitalisation was at A$405.9 million. The distributor has appointed Jefferies Australia as financial advisor and Allens as legal advisor.
Crayon CEO, Melissa Mulholland said the acquisition is part of its global expansion strategy, helping to accelerate its business, especially in the Asia Pacific region.
“Crayon and Rhipe’s go-to-market models are completely aligned, particularly when it comes to the channel business. Through our synergies, we will be able to drive business value from day one of this acquisition,” she said.