15 NOVEMBER 2022: ASX RELEASE
MSL Solutions Limited to be acquired by Pemba Capital Partners at an equity value of $119 million, equivalent to 29.5 cents per share via a Scheme of Arrangement
MSL Solutions (ASX:MSL) (“MSL“) today announces that it has entered into a Scheme Implementation Agreement (“SIA“) with Plutus Bidco Pty Ltd (ACN 663 418 184) (“Plutus Bidco“), an entity controlled by Pemba Capital Partners (“Pemba“), under which Plutus Bidco has agreed to acquire 100% of the issued share capital of MSL at $0.295 per share by way of a scheme of arrangement (“Scheme“).
The total cash consideration of $0.295 per share payable by Plutus Bidco (“Scheme Consideration“) implies an equity value of $119 million (on a fully diluted basis) and represents a significant premium of 80.7% to the one-month volume weighted average price of MSL shares up to and including 14 November 2022 (being the last trading day prior to this announcement).
MSL’s Board of Directors considers the Scheme to be in the best interests of MSL shareholders, and unanimously recommend that MSL shareholders vote in favour of the Scheme and intend to vote or cause to be voted all MSL shares held or controlled by him or her in favour of the Scheme, in each case, in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of MSL shareholders.
The Scheme is subject to a number of conditions which must be satisfied (or waived, if applicable) before the Scheme can be implemented.
MSL shareholders do not need to take any action at this present time.