JSE-listed technology company Adapt IT Holdings has issued a further cautionary while a newly appointed independent expert reviews Huge Group’s buy-out offer.
Adapt IT has appointed Nodus Capital TS to determine whether or not the consideration offered by Huge Group for Adapt IT shares is fair and reasonable to Adapt IT shareholders.
Huge made an all-share offer to Adapt IT shareholders in the ratio of 0.9 Huge shares for every Adapt IT ordinary share, with a swap ratio based on a reference price of 613c a Huge share and an implied price of 552c an Adapt IT share.
“Upon receipt of and having considered the independent expert's opinion, the independent board will then form its own opinion regarding whether or not the Huge offer consideration is fair and reasonable to Adapt IT shareholders,” the company said in an update to shareholders on February 15.
“Adapt IT has cautioned its shareholders to not make any decisions, take any actions or provide any undertakings in relation to the Huge offer until they have the benefit of the opinions of the independent expert and the independent board,” said Adapt IT independent nonexecutive chairperson Craig Chambers.
Adapt IT has already started drafting the Adapt IT response circular, which will contain the expert’s and the board’s advice and opinion.
“This will be sent to the shareholders within 20 business days after the publication of the Huge Group’s offer circular to Adapt IT shareholders, which is due to be published by March 3, unless the takeover regulation panel receives and grants a request to extend this date,” he explains.
The transaction is subject to approval by Huge shareholders.