TYRO REJECTS NON-BINDING INDICATIVE PROPOSAL
Sydney, 8 September 2022 – Tyro Payments Limited (Tyro) announces that it has received an unsolicited, non-binding and indicative proposal from a consortium of private equity investors led by Potentia Capital Management Pty Ltd (Potentia and together with its co-investors the Consortium) to acquire 100% of the issued share capital of Tyro (Indicative Proposal).
In addition to Potentia, the Consortium comprises HarbourVest Partners LLC, MLC Investments Limited and The Construction and Building Unions Superannuation Fund.
The Indicative Proposal values Tyro at $1.27 per share (Offer Price), with shareholders proposed to have the option to receive their consideration in the form of 100% cash; 50% cash and 50% scrip; or 100% scrip in a privatised Tyro (subject to scale-back).
Potentia has also advised Tyro that it has entered into a Voting and Acceptance Deed with Cannon-Brookes Head Trust (Grok) in relation to its 12.5% shareholding in Tyro, such that Grok will accept a takeover bid made by Potentia or vote in favour of a scheme of arrangement proposed by Potentia at the Offer Price, subject to certain conditions. Potentia has informed Tyro that
The making of an offer pursuant to the Indicative Proposal is currently subject to a number of conditions including:
- ▪ completion of due diligence over a proposed 6-week timeframe;
- ▪ execution of definitive transaction documentation;
- ▪ obtaining all necessary regulatory approvals including APRA and FIRB;
- ▪ securing the support of Tyro’s board (Board).
The Board has considered the Indicative Proposal including with the assistance of its financial and legal advisers and unanimously determined the Indicative Proposal significantly undervalues Tyro and, as such, is not in the best interest of shareholders as a whole. The Board has therefore determined to reject the proposal in its current In coming to form this decision, the Board believes:
the Indicative Proposal is materially below Tyro’s fundamental value and highly opportunistic given the Offer Price is substantially below where Tyro’s share price has traded in the past 12 months;
the Indicative Proposal is highly conditional;
Tyro has attractive growth prospects as it continues to take share in the Australian payments and business banking markets;
Tyro expects to achieve strong and improving operating leverage in the medium term; and
Tyro is well funded and capitalised to support its growth ambitions.
Grok “cannot take any action under a competing proposal, unless that proposal has a value of A$0.25 per share greater than the value of the most recent Potentia proposal”.
The Board will act in the interests of shareholders as a whole and will consider any credible change of control proposal it receives, but will only progress such a proposal if it believes it represents compelling value for shareholders.
