South African listed technology company Adapt IT Holdings Limited, has announced that Canadian firm, Volaris Group, has given notice of intention to make an oﬀer to acquire more than 50% of its shares.
The Volaris Group offer follows an earlier announcement by Huge Group in January 2021 of its intention to acquire Adapt IT.
According to a statement released, the cash consideration offered by Volaris represents a premium of 56.9% to the 30-day volume weighted average traded price of Adapt IT shares on the JSE of 414 cents, as at 26 January 2021 being the last trading date prior to the date on which Huge Group made an offer to Adapt IT.
The Volaris oﬀer will be made by way of a scheme of arrangement to be proposed by Adapt IT to their shareholders and should the is not proposed or fails, Volaris will make a general oﬀer to the Adapt IT shareholders to acquire at least 50% of Adapt IT shares, the statement said.
If the scheme is implemented, Adapt IT shareholders will be entitled to elect to retain all or part of their Adapt IT shares and remain invested in Adapt IT as a delisted company.
“The successful conclusion of theVolaris oﬀer would result in a well-governed and diversiﬁed South African technology company being backed by a well-capitalised leading global technology ﬁrm keen to support further growth,” read part of the Volaris offer letter.
“Adapt IT would come to represent Volaris’ interests on the African continent, a region in which Volaris currently has limited presence but intends to grow in the coming years. The Volaris oﬀer would result in much needed direct foreign investment in South Africa, additional growth capital being invested into the country and skills transfer, all to the beneﬁt of Volaris, Adapt IT, South Africa and stakeholders in general,” the oﬀer letter further stated.
The oﬀer is an alternative to, and materially in excess of, the unsolicited all-share oﬀer that Adapt IT received on 27 January 2021 from Huge Group to acquire up to all of the issued shares of Adapt IT.
Commenting on the Volaris offer, Adapt IT’s Independent Non-executive Chairman, Craig Chambers, said, “The Independent Board of Adapt IT has taken note of Volaris’s ﬁrm intention to make an oﬀer. Further details of the oﬀer will be included in a circular to shareholders which will contain terms of the scheme of arrangement and general oﬀer together with the Independent Board’s opinion and recommendation.”
The Volaris offer is subject to all the applicable regulatory approvals and also subject to Volaris acquiring more than 50% of the Adapt IT shares.