Toronto stock exchange-listed company Constellation Software is making a $147 million takeover bid through one of its subsidiaries for EROAD.
Constellation, through its Australian holding company Brillian, is seeking to acquire 100% of EROAD’s shares at a proposed price of $1.30 per share in cash noting its preferred approach is by way of a scheme of arrangement.
The proposed takeover bid is subject to a number of conditions, including due diligence on an exclusive basis, negotiation and execution of a scheme implementation agreement with customary terms and conditions, unanimous support from EROAD’s board of directors and approval from Constellations investment committee.
It has also disclosed that it has acquired an interest of 17.734% of EROAD’s shares on issue with the most recent acquisition of nearly 16 million shares being at $1.30 per share.
There is an agreed escalation payment to the sellers of these shares if within six months after the date on which the relevant escalation agreement was entered into, Constellation enters into a scheme of arrangement with EROAD at a higher price, or gives notice under rule 41 of the takeovers code of its intention to make a full takeover offer at a higher price.
EROAD’s board of directors has commenced a process to consider the proposal alongside its advisors, Goldman Sachs as financial advisor and Chapman Tripp as legal advisor.
The board will act in what it considers to be the best interests of the Company and its shareholders, including assessing the merits of this bid relative to the work underway on reviewing partnership options to contribute some combination of market access, expertise and capital to drive further growth in the North American market and other alternatives.
There is no certainty that the bid or the strategic review will result in any transaction. EROAD shareholders do not need to take any action at this time in relation to the Constellation bid.
The EROAD board says it will continue to keep shareholders and the market informed of material developments.
