Ansarada Finalizes Acquisition and Carve-Out Transaction - 6 September 2024

AND (AND) Share Update September 2024 Friday 6th

Ansarada Completes Acquisition and Carve-Out Transaction
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Ansarada Group Limited (ASX:AND) has announced the successful implementation of a scheme of arrangement, resulting in the acquisition by DS Answer Pty Ltd, and the completion of a carve-out transaction involving the sale of certain products.

Instant Summary:

  • DS Answer Pty Ltd acquires 100% of Ansarada shares.
  • Completion of the carve-out transaction involving ESG, GRC, and Board products.
  • Shareholders receive A$2.50 per share.
  • Ansarada to be delisted from ASX on 9 September 2024.
  • Significant changes to Ansarada's board of directors.

Acquisition Details

Ansarada Group Limited (ASX:AND) has successfully implemented a scheme of arrangement, resulting in the acquisition of 100% of its shares by DS Answer Pty Ltd, an entity owned by funds managed by CapVest. The scheme was approved by the requisite majority of Ansarada shareholders on 21 August 2024 and received final approval from the Supreme Court of New South Wales on 27 August 2024.


As part of the acquisition, Ansarada shareholders recorded on the share register as of 7:00pm (Sydney time) on 30 August 2024 have been paid A$2.50 for each share they held. Trading in Ansarada shares was suspended from close of trading on 28 August 2024, and the company intends to apply for its removal from the ASX official list effective from close of trading on 9 September 2024.


Carve-Out Transaction

In addition to the acquisition, Ansarada has completed the sale of its ESG, GRC, and Board products to an entity owned and controlled by Samuel Riley, Ansarada's Chief Executive Officer and Executive Director. This carve-out transaction was also approved by the requisite majority of shareholders on 21 August 2024.


Board Changes

With the implementation of the scheme, there have been significant changes to Ansarada's board of directors. Independent non-executive Chairman Peter James, CEO and Executive Director Samuel Riley, and non-executive directors Stuart Clout, Nancy Hobhouse, and David Pullini have resigned from their positions. New appointments include James Drake, Anjali Gianchandani, Patricia Elias, and Ian Pyman as directors, with Alan Frees appointed as an alternate director and Patricia Elias as company secretary.

Impact Analysis

The acquisition by DS Answer Pty Ltd and the completion of the carve-out transaction mark a significant transition for Ansarada. The immediate impact on the company's stock is neutral to slightly positive, as shareholders have received a substantial payout of A$2.50 per share. The delisting from the ASX may affect liquidity and visibility, but the new ownership under CapVest could bring strategic advantages and potential growth opportunities.

Investor Reaction:

Analysts are likely to view the acquisition and carve-out transaction as a strategic move that could streamline Ansarada's operations and focus on core competencies. The payout to shareholders is a positive outcome, but the delisting may raise concerns about future liquidity. Overall, the reaction is expected to be cautiously optimistic.

Conclusion:

Investors should stay informed about Ansarada's future developments under new ownership and the strategic direction it will take. The successful completion of the acquisition and carve-out transaction marks a new chapter for the company, and monitoring its performance in the coming months will be crucial.


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