JSE-listed technology services company SilverBridge Holdings has received a takeover offer of R2/share from UK-based ROX Equity Partners, sweetening a previous offer made in March.
Rox had previously offered R1.525/share to buy the company, which focuses on developing solutions aimed at the financial services industry. The new offer places a valuation of SilverBridge of R67.2-million based on the 33.6 million shares issued. SilverBridge jumped 34% in trading in Johannesburg after the detailed of the improved offer were announced and were last trading at R1.82 apiece.
The company, whose clients include Absa, Momentum Metropolitan, Hollard and Liberty Life, said it received the new firm offer letter from ROX, a British private equity investment holding company, on 13 April to buy all the shares and delist the business from the JSE.
If a dividend is paid by SilverBridge while the offer is under consideration, the R2/share offer price will be reduced by the amount distributed to shareholders. The deal must be concluded by 31 August – including receiving the necessary regulatory approvals. Also, SilverBridge must have applied to the JSE by this date for the termination of the company’s listing on the bourse’s main board.
The ROX offer is not subject to any minimum acceptance threshold being achieved.
The SilverBridge board has created an independent board, made up of independent non-executive directors of the company, to evaluate the ROX offer. This independent board will soon appoint an independent expert to prepare an opinion for shareholders. Java Capital was appointed to consider the earlier offer by ROX, which it found to be “unfair but reasonable”.
SilverBridge will next month publish a circular with details of the offer and will then convene a general meeting of shareholders to consider and, if appropriate, approve the resolutions required to give effect to the ROX offer. This circular will include the independent board’s report as well as its opinion and recommendations.
For the financial year ended 31 December 2021, SilverBridge reported revenues of R53.3-million and profit of R2.4-million. It had cash and cash equivalents on its balance sheet of R14.2-million. – (c) 2022 NewsCentral Media
