Finzsoft Solutions Limited
Transaction Type: Takeover (Full)
Offeror: Finzsoft Unincorporated Joint Venture
Independent Adviser(s): Simmons Corporate Finance (Rule 21)
Offer commencement date: 23/03/2020
Offer closing date: 22/04/2020
In February 2020, the nine parties below formed an unincorporated joint venture (the Finzsoft JV) to make a full takeover offer to acquire all the equity securities in Finzsoft Solutions Limited (Finzsoft) at $1.15 in cash per share (the Offer):
- First Credit Union Incorporated;
- Police and Families Credit Union Incorporated;
- Andrew Alexander Holliday (Holliday);
- CRX Investments Pty Ltd;
- Susan Jane Hurring and Timothy James Hurring as trustees of the T.J. and S.J. Hurring Family Trust;
- Sulabh Sharma;
- Sheenu Chawla;
- Zinka Matulic; and
- Timothy James Hurring.
Together, the participants in the Finzsoft JV held or controlled approximately 50.59% of the shares in Finzsoft.
Prior to the Finzsoft JV giving notice of its intention to make the Offer, Finzsoft’s majority shareholder, Silverlake Axis Ltd (which held 43.59% in Finzsoft) had signed a lock-up agreement with the Finzsoft JV. Holliday had agreed to procure the acceptance of HGH (ICT Investments No.2) Limited (ICT, which held 41.88% in Finzsoft).
On 23 March 2020, the Finzsoft JV despatched the Offer to Finzsoft shareholders. The Offer became unconditional on 23 March 2020. Shortly after the Offer was made, Silverlake and ICT accepted the Offer, and the Finzsoft JV became the dominant owner in Finzsoft on 25 March 2020.
On 6 April 2020, Finzsoft sent the target company statement to its shareholders, in which the independent directors unanimously recommended that shareholders accept the Offer. As acceptances of the Offer were received in respect of more than 50% of the shares that were subject to the Offer (excluding those shares controlled by the Finzsoft JV or held or controlled by associates of the Finzsoft JV), shareholders were not able to object under the Code to the consideration of $1.15 per share.
On 24 April 2020, the Finzsoft JV sent a compulsory acquisition notice to all of the outstanding shareholders in Finzsoft.
On 6 May 2020, Finzsoft delisted from the NZX Main Board.