13th Feb 2023 08:15
(Alliance News) - Kape Technologies PLC received a takeover offer from majority shareholder Unikmind Holdings Ltd, which values the entire company at USD1.51 billion.
Regardless of the outcome of the offer, Unikmind said it intends to call a general meeting to try to pass a resolution to delist Kape from trading on AIM in London "as soon as reasonably practicable following the offer."
Kape Technologies, a digital privacy and security company, said Unikmind, which owns about 55% of its stake, has offered to pay USD3.44 per Kape share, or around 285 pence.
Kape Technologies shares closed at 260p each on Friday in London, and rose 12% to 290.00p each on Monday morning. As Unikmind owns around 55%, it would pay around USD682.5 million for the outstanding 45% stake.
Kape noted that it had received a takeover offer from Unikmind in December worth GBP2.65 per share. Kape rejected this as "insufficient value to shareholders."
Kape said after the rejection, independent directors agreed to Unikmind entering into a non-disclosure agreement that included a standstill provision precluding Unikmind from buying Kape shares in the market until the earlier of either March 31 or when Kape releases their 2022 results, "to provide to Unikmind access to certain limited information about the business and its prospects in order to encourage a higher offer from Unikmind".
"In light of the stated intention of Unikmind to seek a delisting of the company regardless of the outcome of the offer, and the ability of Unikmind to acquire further Kape shares without constraint once the non-disclosure agreement standstill expires, the independent directors believe that it was in the interests of shareholders for the company to grant Unikmind a partial standstill release from the NDA standstill to allow Unikmind's proposal to be presented to Kape shareholders for their consideration," Kape said
Unikmind owner Teddy Sagi on Monday said: "The last decade has witnessed the rapid growth of digital services with the expansion of e-commerce. Kape has, with our support as the majority shareholder, transformed through several strategic acquisitions, into a truly global leader in the digital privacy and security space. Having weighed the pros and cons of a public listing under the current macro uncertainties and thin stock market trading as well as new growth avenues, we are firm in our view that Kape's next chapter in its corporate journey should be within the private arena."
Kape on Monday urged shareholders to take no action.
By Tom Budszus, Alliance News reporter
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