Cirrus Networks Holdings Limited (“Cirrus” or the “Company”) (ASX: CNW) is pleased to announce that Atturra Holdings Pty Ltd (“Atturra Holdings”), a subsidiary of Atturra Limited (“Atturra”) (ASX: ATA) has increased its scheme consideration (announced in the Scheme Implementation Deed on the ASX on 11 September 2023) from 5.3 cents to 6.3 cents per Cirrus share. The revised offer represents a 19% increase in the offer price for Cirrus shares and values Cirrus’ equity at $58.6m.
The revised Scheme Consideration of $0.063 per Cirrus share represents a 53.7% premium to the last undisturbed closing price of Cirrus shares on 8 September 2023 (being the last trading day prior to the announcement of the Scheme) and a 49.2% premium to the 30-day VWAP of Cirrus shares to 8 September 2023.
Cirrus confirms that it has agreed to Atturra’s revised offer (Revised Offer) and has entered into a Revised Scheme Implementation Deed (SID) with Atturra Holdings, a copy of which accompanies this announcement. The key change to the Scheme Implementation Deed is to increase the total implied Scheme Consideration value from $0.053 per Cirrus share to $0.063 per Cirrus share. Under the terms of the Revised Scheme, Cirrus shareholders will have the option to elect to receive consideration with a total implied value of $0.063 per Cirrus share in one of four ways:
75% cash consideration and 25% share consideration, equating to 4.73 cents cash and 0.0179 Atturra shares for each Cirrus share held (Default Consideration);
100% cash consideration, equating to 6.3 cents cash per Cirrus share held (Cash Consideration);
100% share consideration, equating to 0.0715 Atturra shares for each Cirrus share held (Share Consideration); or
50% cash consideration and 50% share consideration, equating to 3.15 cents cash and 0.0357 Atturra shares for each Cirrus share held (Split Consideration).
Cirrus shareholders who do not make an election or who make an invalid election will receive the Default Consideration. The ability for Cirrus shareholders to elect is subject to customary scale back provisions in the event that Cirrus shareholders oversubscribe for either of cash or share consideration options.
For the share consideration, Atturra’s shares are valued at a share price of 88.2 cents being the 30-day volume weighted average price to 8 September 2023.
No other terms of the Scheme Implementation Deed dated 10 September 2023 have been amended, apart from the increase to the Scheme Consideration described above as well as consequential amendments and other non-material changes.
The Cirrus Board of Directors (who collectively hold approximately 8.95% of ordinary Cirrus shares on issue as at the date of this announcement), have carefully considered the Revised Offer from Atturra and unanimously recommend that Cirrus shareholders vote in favour of the scheme as amended by the revised offer (Revised Scheme) in the absence of a Superior Proposal (as defined in the SID) and provided that the Independent Expert concludes (and continues to conclude) that the Revised Scheme is in the best interests of Cirrus shareholders.
The Scheme is also supported by the major shareholders of Cirrus, Microequities Asset Management Pty Limited (Microequities) and H&G High Conviction Limited (H&G), (who collectively hold approximately 12.95% of ordinary Cirrus shares on issue as at the date of this announcement). They have advised Cirrus they intend to vote all Cirrus shares currently held or controlled by them, in support of the Revised Scheme and have signed a voting intention statement with Cirrus.
Cirrus shareholders do not need to take any action at this stage. Cirrus will keep shareholders and the market informed in accordance with its continuous disclosure obligations.
Cirrus is being advised on the proposed Scheme by Latimer Partners as corporate advisor and Corrs Chambers Westgarth as legal advisor.
Read the full announcement here