MSL Solutions to be acquired by Pemba Capital in $120 million deal
Pemba Capital’s subsidiary Plutus will acquire MSL Solutions at $0.295 per share – representing an 80.7% premium to the one month VWAP of MSL’s share price.
Software-as-a-Service technology provider MSL Solutions (ASX: MSL) has announced it will be acquired by Pemba Capital Partners in a deal which sets its implied equity value at nearly $120 million.
The company has entered into a scheme of arrangement with Pemba subsidiary Plutus Bidco Pty Ltd, under which Plutus has agreed to buy 100% of MSL’s issued share capital at $0.295 per share.
Plutus has secured sufficient funding for the acquisition through binding equity and debt commitments.
The deal is not subject to a financing or funding condition.
The total cash consideration to MSL represents a premium of 80.7% to the one-month volume weighted average price of the company’s shares to 14 November.
Best interests
MSL executive chairman Tony Toohey said the company’s board of directors had “carefully considered” the offer and believes it to be in the best interests of shareholders.
“Our board has undertaken lengthy negotiations with Pemba to secure an offer which delivers certainty of consideration to our shareholders at a significant premium to recent historical MSL share prices,” he said.
The scheme is subject to a number of conditions which must be satisfied (or waived, if applicable) before the acquisition can go ahead.
It contains customary exclusivity provisions including “no shop, no talk” restrictions, a notification obligation and a matching right.
MSL is required to pay Pemba a break fee of $1.19 million in certain circumstances.
Mr Toohey said MSL shareholders do not need to take any action at this time.
Point-of-sale software
MSL Solutions offers point-of-sale software for hospitality venues.
The company pitches itself as a leading SaaS provider to the sports and leisure sectors, servicing stadiums and arenas, pubs and member clubs, sporting associations and restaurants and cafes.
MSL reported a revenue of $33.9 million and EBITDA (earnings before interest, taxation, depreciation and amortisation) of $5.3 million for the year ending 30 June.
Its biggest shareholder is Sydney fund manager Microequities Asset Management, which has a 12.3% stake.