On 30 July 2021, Webcentral Group Limited (ACN 073 716 793), announced an unsolicited unconditional on-market takeover offer to acquire all the shares in Cirrus Networks Holdings Limited (ACN 103 348 947) that it does not already own for $0.032 cash per Share (Offer). Webcentral has recently acquired and now owns Shares representing 8.86% of the fully paid ordinary shares on issue.
The Cirrus Board, following consideration of the terms of the Offer with its advisers, recommended that Shareholders
REJECT WEBCENTRAL’S OFFER BY TAKING NO ACTION!
5 key reasons why you should REJECT the Offer:
Your Directors believe the Offer represents an inadequate control premium
If you accept the Offer or sell your Shares on market, you risk missing out on the benefit of any higher offer that may arise from Webcentral or any other third party in the future
If you accept the Offer you will not benefit from Cirrus’ future growth
Your Directors do not believe Webcentral is offering enough for the benefits it may receive; and
The Directors and key members of Management do not intend to accept the Offer.
The Offer is a premium of only 3.2% to the last closing price of Shares of $0.031 and a premium of 11.77% and 9.93% to the one month and three-month Volume Weighted Average Price (VWAP) of Shares, being $0.0286 and $0.0291 respectively, up to the trading day prior to the announcement of the Offer. The premium implied for your Shares by the Offer Price is materially below the average premiums paid in Australian corporate control transactions.
Cirrus believes that it remains very well placed for organic growth through a focus on improved earnings from revenues generated by higher margin services contracts and disciplined overhead cost controls. The Company’s diversified geographic base is also expected to provide a platform for further expansion. Consistent with its growth aspirations, the Company continues its active pursuit of complementary acquisition targets.
Your Directors have appointed an Independent Expert to prepare an Independent Expert’s Report opining on whether the Offer is fair and reasonable to Shareholders. This Independent Expert Report will be made available to Shareholders in the supplementary Target’s Statement and is an important document to consider as part of your assessment of the Offer. Your Directors also reiterate the unsolicited nature of Webcentral’s Offer, which was made without any prior engagement with Cirrus’ Board.
We recommend that you read the Target’s Statement in its entirety and in conjunction with the Bidder’s Statement you have received from Webcentral (and the Independent Expert’s Report, once available). In assessing whether or not to accept the Offer, you should consider the information provided to you in the Target’s Statement, the risks and potential rewards of remaining a Shareholder and your own personal circumstances.
Your Directors will continue to keep you updated on all material developments in relation to the Offer.
If you have any questions in relation to the Offer, I encourage you to seek either financial or legal advice without delay.
Cirrus Networks Holdings Ltd
IT Solutions Provider
OFFICIAL LISTING DATE
7 July 2015
108 St Georges Terrace
+61 8 6180 4222
BOARD OF DIRECTORS
Andrew Milner (Non-Executive Chairman)
Matthew Sullivan (CEO)
Daniel Rohr (Non- Executive Director)
Paul Everingham (Non-Executive Director)