Iress receives increased takeover offer from EQT Fund Management

As Iress advised the ASX on 29 July 2021, the Iress Board has been in discussions with funds represented by EQT Fund Management S.à r.l. (EQT) following proposals made by EQT on 18 June 2021 and 4 July 2021 to acquire 100% of Iress’ shares at $14.80 per share and $15.30 to $15.50 per share respectively.

Iress now advises that they have received a further confidential, non-binding and indicative proposal from EQT to acquire all of Iress’ shares via a scheme of arrangement at a revised implied value of A$15.91 cash per share before franking credits, comprising cash consideration of A$15.75 to be paid by EQT plus a permitted FY21 interim dividend for eligible shareholders up to A$0.16 per Iress share. Previous proposals made by EQT on 18 June 2021 and 4 July 2021 assumed there would be no further dividends paid by Iress or capital management prior to completion of any transaction.

Under EQT’s proposal, eligible shareholders would be entitled to receive Iress’ proposed interim FY2021 dividend up to A$0.16 per share, franked to the fullest extent possible. Assuming the interim dividend is set at A$0.16 and franked to ~83%, certain Iress shareholders would receive franking credits which equate to additional value of up to approximately A$0.06 per share. Eligible Iress shareholders who are able to utilise the full benefit of available franking credits will receive a total implied value of A$15.97 per share including the franked FY21 interim dividend.

Iress have stated that their Board has carefully considered the proposal, including obtaining advice from its financial and legal advisers, and considers it in the best interests of shareholders to engage further with EQT in relation to the proposal. Iress has agreed to grant EQT a period of 30 days to undertake its due diligence.  Iress has agreed to certain exclusivity provisions during this period.

Iress’ Directors intend, subject to terms, to unanimously recommend that Iress shareholders vote in favour of the proposal in the absence of a superior proposal and subject to an independent expert concluding that the proposed transaction is in the best interests of Iress shareholders.

EQT’s proposal is subject to a number of conditions and assumptions.

The Iress Board have recommended that Iress shareholders take no action in relation to the proposal by EQT Fund Management.