The Revised Indicative Proposal at $1.60 per share on a fully diluted basis values the Company at anenterprise value of approximately $875 million, with shareholders proposed to have the option toreceive their consideration in the form of 100% cash; 50% cash and 50% scrip; or 100% scrip in anunlisted private Potentia investment vehicle.As previously disclosed on 8 September 2022, Potentia advised Tyro that it has entered into a Votingand Acceptance Deed with Cannon-Brookes Head Trust (Grok) in relation to Grok's 12.5%shareholding in Tyro, such that Grok will accept a takeover bid made by Potentia or vote in favour of ascheme of arrangement proposed by Potentia at a price not less than $1.27 per share, subject to certainconditions. Potentia has now informed Tyro that, in light of the Revised Indicative Proposal, Grok“cannot take any action under a competing proposal, unless that competing proposal has a value of$1.85 per share or greater”. Tyro understands that the Voting and Acceptance Deed will continue inforce until 7 March 2023 and may extend up to 7 June 2023.The Board has carefully considered the Revised Indicative Proposal, including with the assistance ofits financial and legal advisers, and unanimously determined that the Revised Indicative Proposal continues to significantly undervalue tyro and as such is not in the best interest of shareholders as a whole. The board has therefore determined to reject the revised indicative proposal in its current form.
The Board has carefully considered the Revised Indicative Proposal, including with the assistance ofits financial and legal advisers, and unanimously determined that the Revised Indicative Proposal1 In addition to Potentia, the consortium comprises HarbourVest Partners LLC, MLC Investments Limited, Aware Super Pty Ltdas trustee of Aware Super and The Construction and Building Unions SuperannuationIn coming to this decision, the Board noted that the Revised Indicative Proposal is subject to severalconditions, including:• satisfactory completion of confirmatory due diligence;• execution of mutually satisfactory definitive transaction documentation, which will include asconditions precedent obtaining all necessary regulatory approvals, including APRA and FIRB approval; ando obtaining any consents required under material contracts and leases;• no distribution, declaration of any dividend or return of capital by the Company; and• securing the support of Tyro’s Board.The Board further noted that the Revised Indicative Proposal comes at a time of significant share marketvolatility and cyclical weakness in global technology and payment company valuations, with Tyro’sshare price trading as high as $2.92 within the past 12 months.Tyro shareholders do not need to take any action in relation to the Revised Indicative Proposal.
TYR Price at posting:
84.0¢ Sentiment: Hold Disclosure: Held
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obtaining all necessary regulatory approvals, including APRA and FIRB approval; ando obtaining any consents required under material contracts and leases;• no distribution, declaration of any dividend or return of capital by the Company; and• securing the support of Tyro’s Board.The Board further noted that the Revised Indicative Proposal comes at a time of significant share marketvolatility and cyclical weakness in global technology and payment company valuations, with Tyro’sshare price trading as high as $2.92 within the past 12 months.Tyro shareholders do not need to take any action in relation to the Revised Indicative Proposal.
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