Included in the notice of Extraordinary General Meeting (held 30 April in Sydney) released today is an independent opinion by Titan Partners of the deal which was that it was “not fair but reasonable”. It was not fair due to the controlling interest acquired but reasonable due to the 39% premium offered.
The analysis of the business which starts from page 30 and well worth reading for those interested in the business – I picked up a few new things.
Including about Mr Baxter, I hadn’t realised he was the guy from Shark Tank Australia:
Mr Baxter is an Australian venture capital investor and entrepreneur, with a focus on innovation and technology. He was previously featured on Shark Tank Australia from 2015 to 2019 and has founded and exited a number of companies. He founded TEN13, a tech startup investing platform as well as Beaten Zone Venture Partners, a venture capital fund dedicated to investments in Australian sovereign legal defence technology.
https://en.wikipedia.org/wiki/Steve_Baxter_(entrepreneur)
The valuation is a regulated (RG111) formulaic academic piece of garbage (capitalisation of revenue methodology for Enterprise and Net Asset for Entertainment) you expect from an independent valuation with no consideration to the growth of the Operator XR (Enterprise) business, which holds almost all the value.
Total Value: $21.9 - $27.1m (3.84 to 4.74 cents per share) sum of parts approach.
Enterprise based on revenue between $3.6m (the ARR) and annualised reported revenue of $4.3m times a multiple of between 4.2 and 4.8 times based on the average of spurious comparable transactions of a wide range to get a value of $15.1m to $20.3m
Entertainment net assets of $15.3m attributable to the Entertainment business alone.
Adjusted for net cash/debt of -$8.5m
The only interesting part of the valuation is the net asset value of the Entertainment business. If they could realise that into cash that would be a game changer. The FREAK business is almost none of that, it’s all iFly, which isn’t up for sale as yet – sooner the better in my books.
Disc: I own RL+SM