Australian fintech company Rubik Financial announced yesterday afternoon it had entered into a binding scheme implementation deed with Swiss company Temenos.
If the scheme is implemented, Temenos will acquire 100 per cent of the issued capital of Rubik for a cash consideration of $0.1667 per share, which values Rubik at approximately $68 million.
The price represents a 52 per cent premium to Rubik's closing price of $0.11 on Tuesday, 14 February 2017.
Rubik's board of directors unanimously recommended that its shareholders vote in favour of the scheme in the absence of a superior offer.
The three major shareholders of Rubik, who represent 44 per cent of shares on issue (Viburnum Funds, LHC Capital Partners, and Regal Funds Management), have all informed Rubik they intend to vote their shares in favour of the scheme.
Rubik chief executive Iain Dunstan said the acquisition is the logical conclusion of a strong partnership with Temenos.
"It is compelling in that, if approved, the offer delivers a significant premium to Rubik’s recent share price and provides certainty of value for our shareholders," Mr Dunstan said.
"If implemented, we believe the scheme will have a positive impact for both our existing clients and prospective clients by providing access to the significant resources of Temenos as a market leading wealth, banking and finance software specialist," he said.
Temenos chief executive David Arnott said the acquisition would allow his company to provide "a complete vertically integrated solution for the Australian banking market, enabling our clients to realise their digital ambitions".
"The acquisition will bring us scale and allow us to accelerate our penetration and growth in the Australian market across wealth, core banking and fund administration," Mr Arnott said.
Rubik will be subject to a break fee of $700,000 (1 per cent of equity value) if the deal does not go ahead in some circumstances.
An indicative timetable for the acquisition gave a target date of Thursday, 18 May 2017 for the implementation of the acquisition, pending regulatory and shareholder approval.
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