Xref Limited to be Acquired by Seek Limited - November 2024
XF1 (XF1) Share Update November 2024 Wednesday 13th
Xref Limited Announces Acquisition by Seek Limited
Xref Limited (ASX: XF1) has announced a binding agreement with Seek Limited (ASX: SEK) for the acquisition of all issued shares in Xref. This acquisition will be conducted through a scheme of arrangement, with Xref shareholders receiving $0.218 in cash per share.
Instant Summary:
- Seek Limited to acquire Xref Limited for $0.218 per share.
- Scheme Implementation Deed signed between Xref and Seek.
- Xref Board unanimously recommends the scheme.
- Scheme subject to shareholder and court approvals.
- Target implementation in the first quarter of 2025.
Acquisition Details
Xref Limited has entered into a binding Scheme Implementation Deed with Seek Limited for the acquisition of all issued shares in Xref. The offer price of $0.218 per share is final, barring any competing proposals. The acquisition will proceed via a scheme of arrangement, requiring approval from Xref shareholders and the court.
Conditions and Provisions
The scheme is contingent upon several conditions, including shareholder approval at a Scheme Meeting, court approval, and an Independent Expert's Report affirming the scheme's benefits to shareholders. The agreement includes exclusivity provisions such as 'no shop', 'no talk', and 'no due diligence' clauses, with exceptions for fiduciary duties. Reciprocal break fees are also stipulated.
Board Recommendation and Timing
The Xref Board has unanimously recommended that shareholders vote in favor of the scheme, provided no superior proposal emerges and the independent expert supports the scheme. The target for implementing the scheme is set for the first quarter of 2025. Shareholders will receive a Scheme Booklet with detailed information and the independent expert's report before the Scheme Meeting.
The acquisition of Xref Limited by Seek Limited is likely to have a positive impact on Xref's stock price, given the premium offered per share. The deal provides certainty and liquidity to Xref shareholders. For Seek, the acquisition aligns with its strategic goals of expanding its portfolio and market presence.
Investor Reaction:
Analysts are expected to view the acquisition favorably, as it offers a premium to Xref shareholders and aligns with Seek's growth strategy. However, investor attention will focus on the fulfillment of conditions and the absence of competing offers.
Conclusion:
Investors in Xref Limited should consider voting in favor of the scheme, given the board's unanimous recommendation and the premium offered. Monitoring the progress of the scheme's conditions and any potential competing proposals will be crucial in the coming months.