Volaris makes cash offer to acquire Adapt IT

Canadian software group Volaris has made a cash offer to acquire Adapt IT. Volaris is a subsidiary of Toronto-listed Constellation Software Inc.

JSE-listed Adapt IT stated that it has received a “notice of firm intention” to make an offer to buy over 50% of the issued ordinary shares of Adapt IT for a cash consideration of 650 cents per share.

“The cash consideration represents a premium of 56.9% to the 30-day volume weighted average traded price of Adapt IT shares on the JSE of 414 cents, as at 26 January 2021,” said the company.

The announcement comes after Huge Group said on 27 January that it had made an offer to Adapt IT shareholders to acquire all of the issued Adapt IT shares.

Adapt IT said the latest offer will be made by way of a scheme to be proposed by Adapt IT to their shareholders.

“If the scheme is not proposed or fails, Volaris will make a general offer to the Adapt IT shareholders to acquire at least 50% of Adapt IT shares.”

If the scheme is implemented, Adapt IT shareholders will be entitled to elect to retain all or part of their Adapt IT shares and remain invested in Adapt IT as a delisted company, it added.

This is because in the event the Volaris acquisition moves ahead, the listing of the Adapt IT shares on the JSE will “be terminated if the delisting is approved by Adapt IT shareholders” – subject to compliance with listings requirements.

Voting in favour of the scheme

The company stated that “irrevocable undertakings” have been given to Volaris to vote in favour of the scheme.

Adapt IT also touched on the recent offer it received from Huge Group, which it said was unsolicited.

“Huge Group made an offer to Adapt IT shareholders in the ratio of 0.9 Huge Group shares for every Adapt IT ordinary share. That swap ratio is based on a reference price of 613 cents per Huge Group share and implied an offer price of 552 cents per Adapt IT share, but the subsequent reduction in the trading price of Huge Group shares would imply an even lower offer price per Adapt IT share,” it said.

It added that Constellation Software, the parent company of Volaris, is an international provider of market-leading software and services to a number of industries.

“The successful conclusion of the Volaris offer would result in a well-governed and diversified South African technology company being backed by a well-capitalised leading global technology firm keen to support further growth.”

Adapt IT would then represent Volaris’ interests in Africa.

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Volaris makes cash offer to acquire Adapt IT