7 June 2021

Hansen Technologies Limited (ASX:HSN) (“Hansen”) announces that it has received an unsolicited, preliminary, conditional and non-binding proposal from BGH Capital Pty Ltd (“BGH Capital”) to acquire 100% of the outstanding shares in Hansen by way of a scheme of arrangement for a price of $6.50 cash per Hansen share (“Proposal”).

The Proposal values Hansen at an enterprise value of $1.3 billion and represents a:

• 33% premium to the $4.88 VWAP for the six months prior to Friday, 4 June 2021; and

• 25% premium to the $5.18 closing price at the end of trading on Friday, 4 June 2021.

The cash consideration price will be reduced by the value of any dividends or other distributions declared, proposed or paid after date of the offer letter. The price also assumes that Hansen achieves its FY21 earnings guidance. Key conditions to the Proposal are set out in Appendix A. Intention to recommend The Board has considered the Proposal having regard to the prospects for the Company and in the context of maximising value for Hansen shareholders. It has determined that progressing the Proposal is in the interests of all shareholders.

The Directors of Hansen, other than Andrew Hansen as discussed below, intend to unanimously recommend the Proposal to shareholders (at the offer price of $6.50 cash per Hansen share), subject to the parties entering into a binding scheme implementation deed (“SID”) on terms consistent with the Proposal following completion of BGH Capital’s due diligence. The intended recommendation is also subject to no superior offer being received and an independent expert concluding (and continuing to conclude) that the Proposal is in the best interests of Hansen shareholders.

[Previously held - I got this one way wrong]