- 01PA offers $1.04/share cash for RAS, valuing it at $49.8m.
- 0293% premium; board and founders support deal, subject to approvals.
- 03Completion expected February 2027.
RAS Technology Holdings (ASX: RTH), the operator of data provider Racing and Sports, has agreed to a $49.8 million cash takeover by UK-based The Press Association, a subsidiary of PA Media Group.
The Press Association, proposes to acquire every issued RAS share under a binding scheme implementation deed, with completion expected in February 2027.
The proposed acquisition offers shareholders $1.04 a share, representing a 93% premium to the company’s last closing price of $0.54 on 16 October.
The price also stands 80% above the 90-trading-day volume-weighted average price (VWAP) of $0.576, valuing the racing data and wagering technology business at approximately $45.6m on an enterprise basis.
The board has unanimously recommended the transaction, subject to an independent expert finding it in shareholders’ best interests and no superior proposal emerging.
Founders Back Cash Offer
RAS co-founders Gary Crispe and Robert Vilkaitis, who together hold or control approximately 34% of the company, have confirmed their intention to support the deal subject to the same qualifications applying to the board.
Each director likewise intends to vote shares they hold or control in favour, provided the independent expert maintains a positive conclusion and no superior offer emerges.
“The all-cash price of $1.04 per share, at a significant premium to recent trading prices, recognises the value of the data, technology, and media assets Racing and Sports has built since 1999,” chair Andrew Twaits said.
“The PA has a long heritage in racing data, and we believe it is well placed to support our people and customers through the next phase of growth.”
The offer is based on approximately 47.89 million shares currently on issue, with outstanding options and performance rights to be settled, converted or cancelled before the scheme takes effect.
Racing Data Businesses to Combine
The Press Association has supplied racing and sports data for more than four decades and operates its betting-related products through the Podium business.
Podium serves bookmakers, broadcasters, and other racing industry participants with live data, form information, historical statistics, and customer engagement tools.
Acquiring Racing and Sports would add its wagering technology, racing information, and media services to that established offering.
The buyer expects the combination to broaden market coverage and data products for customers of both businesses, while supporting development of new services.
The Press Association plans to finance the purchase using existing cash and committed debt funding, with neither further due diligence nor a financing condition attached.
Approvals and Timetable
The deal still requires the necessary shareholder majorities and Federal Court approval, as well as a favourable independent expert assessment and other customary conditions.
The agreement includes exclusivity arrangements, a matching right for The Press Association and a potential break fee of approximately $0.5m payable by RAS in specified circumstances.
The $1.04 consideration would be reduced by the cash amount of any permitted dividend or capital return declared before the scheme becomes effective.
Shareholders are expected to receive a scheme booklet and independent expert assessment in early December before voting at a court-convened meeting planned for late January 2027.
Implementation is targeted for February, if the approvals and remaining conditions are satisfied.
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