Highlights
- Competing Proposal: Brennan offers $0.14 per share, a 28% premium over AUCyber’s recent VWAP, surpassing 5GN’s $0.11 bid.
- Market Reaction: AUCyber shares surged 11.5%, reflecting strong investor confidence in the competing proposal.
- Conditions Applied: The Brennan proposal remains non-binding and conditional, with no guarantee of a formal offer to shareholders.
AUCyber Limited (ASX:CYB) has announced the receipt of a competing takeover proposal from Brennan, offering $0.14 cash per share for 100% of the Company’s ordinary shares. This proposal follows an unsolicited on-market takeover bid from 5G Networks Limited (5GN), which offered $0.11 cash per share on 20 December 2024.
The competing proposal represents a 28% premium to AUCyber’s five-day volume-weighted average price (VWAP) of $0.11 as of 19 December 2024, significantly enhancing shareholder value compared to the initial 5GN offer.
Details of the Competing Proposal
The takeover proposal from Brennan is non-binding and conditional, with several prerequisites for implementation:
- Completion of satisfactory due diligence by Brennan.
- Maintenance of AUCyber’s ordinary business operations, with no significant changes to its operations or liabilities beyond those previously disclosed.
- No changes to AUCyber’s share capital, with all non-ordinary securities acquired or canceled for nominal consideration.
- AUCyber is restricted from declaring or paying dividends or making acquisitions/disposals exceeding $100,000 in value.
- Transaction costs, including advisory expenses, must not surpass $1.7 million.
- Brennan must secure credit approval from its existing lender.
While the proposal reflects an attractive premium for shareholders, AUCyber has clarified there is no certainty it will lead to a binding transaction for shareholder consideration. This announcement does not constitute a formal takeover bid under section 631 of the Corporations Act.
Market Reaction
News of the competing proposal has been met with optimism in the market, driving AUCyber’s share price up by 11.5% to 14.5 cents at the time of writing. Investors have reacted positively to the prospect of increased shareholder returns, given the significant premium offered by Brennan compared to the 5GN bid.
Strategic Implications
The competing takeover proposal underscores AUCyber’s strategic value in the market, attracting interest from major players in the industry. The Brennan proposal also highlights confidence in AUCyber’s potential for growth and profitability under new ownership.
The Company is expected to carefully assess both takeover bids in consultation with its advisors to determine the best course of action for its shareholders. In the coming weeks, AUCyber will likely provide updates regarding negotiations and potential next steps as it navigates this critical juncture.