Automic Group is pleased to announce that it has entered into a Scheme Implementation Deed (SID) with Advanced Share Registry Limited (ASX: ASW) (ASW) to acquire 100% of ASW’s shares for $0.165 cash per share, by way of a Scheme of Arrangement (Scheme).
The consideration represents an implied equity value for ASW of approximately $31.9 million, and an enterprise value of approximately $25.8 million.
Automic Group CEO Andrew Wilson said that the acquisition of ASW would enable ASW’s clients to benefit from Automic’s integrated registry technology platform and suite of value-added professional services, providing significant benefits for ASW’s customers.
“Automic’s acquisition of ASW would provide ASW customers with the benefits associated with being part of a well-capitalised registry business that has developed a leading cloud native integrated registry platform. Automic Group makes business easier for our clients, and we look forward to providing our services to support the future growth of ASW’s customers. Automic and ASW have a shared Western Australian heritage and Automic is committed to investing in the State for the long term.
“The due diligence process highlighted strong complementarity and cultural alignment between our businesses, and should the Scheme be successful we look forward to working with the ASW team to support their customers and deliver continued growth,” Mr Wilson said.
ASW Board support
The ASW Board has unanimously recommended the Scheme, and each ASW director intends to vote their shares in favour of the Scheme, in each case subject to an independent expert concluding that the Scheme is in the best interests of ASW shareholders, and in the absence of a superior proposal.
The Scheme is subject to customary conditions, including ASW shareholder approval, court approval, no material adverse change and no prescribed occurrences. The SID contains exclusivity provisions and a break fee payable by ASW to Automic in certain circumstances.
Indicative timeline
A Scheme Meeting of ASW shareholders is expected to be held in November 2023. If the Scheme is successful, it is currently expected to be implemented in mid-December following which ASW will become a part of the Automic Group.
Media Contact: Rachel Edwards – rachel.edwards@automicgroup.com.au
About Automic Group
Automic Group is an Australian provider of integrated registry, employee share plan, board management, ESG and investor relations solutions. Our proprietary technology is combined with a complementary suite of professional services, including Company Secretarial, CFO Advisory, ESG and Investor and Media Relations, to make it easier for companies and managed funds to do business. Our technological innovations play an increasingly important role as a key differentiator in our complete service offering. Our scalable cloud native, highly adaptive, and secure platform continues to challenge the status quo to deliver tailored solutions, automation, and efficiencies for clients, employees, and investors. Today, over 1,200 ASX listed and unlisted entities trust Automic to manage their registry, investor and board requirements. For further information, please visit our website.
