JSE-listed Adapt IT has reached an agreement to buy technology company Micros for R61,3m.
Micros provides software, hardware, enterprise systems integration, consulting, support and other solutions mainly in the hospitality industry.
“The acquisition of Micros, which is a leader in its vertical market, creates an entry into the hospitality industry, a new vertical for Adapt IT, further diversifying the group,” Adapt IT said in an announcement to shareholders after markets closed on Wednesday.
“The Micros group is a good fit with Adapt IT’s strategy as it provides, implements and supports world-class complex niche software solutions for an industry in which it has deep vertical expertise acquired over 20 years,” it said.
R27,9m of the purchase price is payable in cash, with a further amount of R33,4m to be settled by the issue of shares in Adapt IT. The number of “consideration shares” to be issued will be calculated by dividing the purchase price (the shares portion) by the “strike price”, or the weighted average traded price of shares in Adapt IT for 30 trading days prior to 10 May 2017, less 10%.
For a period of 12 months from the closing date of the deal, the sellers will not be entitled to trade in their shares in Adapt IT. However, Adapt IT has agreed to provide those sellers with protection on any decrease in the value of the shares. Under this agreement, Adapt IT may become obliged to make a top-up payment in cash to the sellers to place them in a similar position to where had they in fact been paid entirely in cash.
Micros had a net asset value of R97,1m at end-June 2016, which is its financial year-end. Profit after tax for the 2016 financial year was R13,3m. However, subsequent to the year-end, Micros acquired another business, which had a net asset value at end-December 2016 of R6,9m and reported profit after tax of R3,2m (for the year ended December 2016).
Adapt IT’s share price closed at R10,10 on Wednesday, a decline of 0,7% on the session. The share has fallen sharply since February, when it published interim results. — © 2017 NewsCentral Media
