PropTech Group to be acquired by US realty technology firm MRI Software
The deal values PropTech at a 131% premium to its last closing price.
Australian real estate software and solutions company PropTech Group (ASX: PTG) is set to be acquired by MRI Software LLC subsidiary BidCo through a scheme of arrangement announced today.
Under the terms of the deal, PropTech shareholders will receive a cash consideration of $0.60 per share, valuing the company at approximately $93.4 million on a fully diluted basis.
The consideration represents a 131% premium to the last closing price of PropTech shares.
MRI Software is a private US-based realty technology company with more than 30 locations worldwide.
Shareholder interest
PropTech chairman Simon Baker said the scheme of arrangement would be in the best interest of shareholders.
“Our board believes this proposal represents a compelling opportunity for shareholders to realise a significant premium to the value of their PropTech shares via the certainty of a cash consideration in a timeframe which would not otherwise be available,” he said.
Acquisition benefits
Mr Baker said the acquisition would benefit the company by expanding its product offerings, providing greater value to customers and rewarding investors with a return substantially above the current market price.
He said the PropTech board had recommended shareholders vote in favour of the proposed takeover.
Each director has also confirmed their intention to vote in favour, with total director shares representing approximately 19% of the group’s issued capital.
Scheme conditions
The scheme of arrangement is not subject to any financing or due diligence conditions.
It contains customary exclusivity provisions including “no shop, no talk” obligations for the benefit of BidCo.
PropTech and BidCo have also agreed to reciprocal break fees of $934,000 payable in certain circumstances.
PropTech has engaged the services of Nomura Australia (as financial adviser) and Nicholson Ryan Lawyers (legal) for the proposed transaction.
MRI is being advised by Highbury Partnership and Corrs Chambers Westgarth.
It is expected that PropTech shareholders will vote on the takeover in January, with a current implementation date set for February subject to all conditions being satisfied.