Fronde Systems Group Limited
Transaction Type: Takeover (Full)
Offeror: LVP Tech NZ Bidco Limited
Independent Adviser(s): Simmons Corporate Finance Limited (Rule 21)
Offer commencement date: 9/09/2022
Offer closing date: 7/10/2022
Exemption: Fronde Systems Group Limited - Exemption Notice 2022
Fronde Systems Group Limited (Fronde) was an unlisted Code company. On 9 September 2022, LVP Tech NZ Bidco Limited (Seisma) made a full takeover offer for all of the ordinary shares in Fronde for an offer price of $1.152 in cash per Fronde share. The offer was conditional on (among other things), Seisma receiving acceptances that would result in Seisma becoming the holder or controller of 90% or more of the voting rights in Fronde. The Fronde board unanimously recommended that shareholders accept the offer in the absence of a superior proposal.
Although the offer period specified in the offer document was set at 20 working days (the minimum offer period under rule 24 of the Code), the unexpected announcement of an additional public holiday to commemorate the passing of Queen Elizabeth meant that the specified offer period would become 19 working days. On 21 September 2022 the Panel granted Seisma an exemption from rule 24(2) of the Code to allow an offer period shorter than the minimum.
The offer was declared unconditional on 28 September 2022. On 5 October 2022, as a result of acceptances of the offer, Seisma became the dominant owner of Fronde, and on 13 October 2022 Seisma announced that it would compulsorily acquire the outstanding securities in Fronde.
Simmons Corporate Finance Limited prepared the rule 21 independent adviser’s report on the merits of the offer. The assessed valuation range was $1.08 to $1.32 per share.
We have not received consent to publish the offer document in relation to this transaction on our website. However, copies of this document may be available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz
