- RXP Services and Capgemini Australia have entered into a scheme implementation deed under which Capgemini Australia would acquire 100% of RXP Services at A$0.55 per share.
- The Scheme of arrangement depends on shareholder and court approval.
- RXP Services has an option to declare a special dividend up to A$0.05, which would be deducted from the cash consideration amount.
RXP Services Limited (ASX:RXP) and Capgemini Australia Pty Limited (Capgemini Australia) have signed a scheme implementation deed under which it is proposed that the latter will acquire the former via a Scheme of Arrangement. The Scheme of arrangement is subjected to shareholder and court approval as per Part 5.1 of the Corporations Act 2001 and other conditions.
Under the scheme, RXP Services shareholders will receive A$0.55 per share. Also, the RXP Board may pay a Special Dividend of up to A$0.05 per share. In this scenario, the amount decided as a special dividend would be deducted from the cash consideration amount of A$0.55 per share.
After the implementation of the Scheme of Arrangement, RXP Services would become a wholly-owned subsidiary of Capgemini Australia.
RXP Services is a public listed company that provides the complete capability to design, build and support digital solutions through the existing and evolving networks. Paris-headquartered Capgemini is recognised as an international leader in digital transformation, consulting, technology & engineering services.
Following the announcement of the Scheme of Arrangement, the shares of RXP Services Limited surged significantly by 51.470% (at AEDT 01:33 PM) from its last close and was trading at A$0.515. RXP has a market cap of A$58.86 million.
Capgemini would fund the transaction from the existing cash reserves on its balance sheet.
RXP Board on the Scheme Implementation Deed
The RXP Services Board suggested the shareholders to vote in favour of the Scheme in the absence of a superior proposal at the Scheme meeting and subject to the independent expert determining that the Scheme is in favour of the shareholders.
In case the Scheme is implemented, the intention of the Board initially is to declare a fully franked special dividend of up to A$0.05. With this step, some shareholders would get up to 2.14 cents per RXP share of extra benefit from franking credits connected to the special dividend. However, it depends on the discretion of RXP Board to declare and pay a special dividend.
Luc-Francois Salvador, Executive Chairman, Capgemini Asia Pacific and the Middle East, believes that through this acquisition, the Company would become a market leader in Australia in digital, data and cloud. He added that this acquisition would help Capgemini improve its ability to provide its clients with value, scale, and outstanding skill.