Bravura announced yesterday that it had entered into a scheme implementation agreement with Stockholm Solutions Pty Ltd (an entity owned by funds advised by Ironbridge) relating to a proposal made last month to acquire all of the remaining shares of Bravura for $0.28 per share.
Ironbridge already owns 60 per cent of Bravura, and made its initial investment in the company in September 2009.
The independent directors of Bravura, Brian Mitchell and Trevor Perry, said Ironbridge has indicated to them it has completed its due diligence and obtained the necessary equity approvals and approvals from its debt financiers to fund the scheme proposal.
The offer of $0.28 cash per Bravura share represents a 65 per cent premium to the closing price on 27 June 2013 of $0.17, the independent directors said.
In addition, the offer represents a premium of 51 per cent to the one-month volume weighted average price to 27 June 2013 of $0.19 and a premium of 48 per cent to the three-month volume weighted average price to 27 June 2013 of $0.19, they said.
Both independent directors, along with the executive directors Tony Klim and Rebecca Norton, plan to take up the offer in full.
The independent directors also noted that Fisher Funds, which has a relevant interest in 14.13 per cent of the shares in Bravura, has indicated it will vote in favour of the scheme.
An explanatory memorandum and notices of meeting are expected to be sent to Bravura shareholders in mid- to late-August, a scheme meeting and general meeting for Bravura shareholders followed by a court hearing will take place in mid- to late-September, while payment of $0.28 per Bravura share is expected in the middle of October.
Bravura chairman Brian Mitchell urged shareholders to take up the proposal in the absence of a better offer for 100 per cent of the remaining shares.
“Ironbridge has been a long-term shareholder of Bravura and shown a commitment to continue to grow the business, support its employees and enhance the level of service to customers,” he said.
According to Ironbridge’s website, the investment in Bravura was driven by the fact that its software is “business critical” to its clients; there are high levels of recurring revenue in the business due to maintenance and ongoing services; and high barriers to entry exist because it is expensive for customers to move to a different platform.
In addition, Ironbridge noted there is “likely to be further consolidation in the industry as major financial institutions outsource their technology departments, providing both growth and exit opportunities for Bravura”.
