Empired Limited (Empired) has entered into a Scheme Implementation Agreement
(SIA) with Capgemini Australia Pty Ltd (Capgemini Australia), under which
Capgemini Australia has agreed to acquire 100% of the issued share capital of
Empired for a cash price of A$1.35 per share (Scheme Consideration) (the Proposal).
The Scheme Consideration values the fully diluted equity of Empired at
approximately A$233 million(1) which equates to a normalised EV/EBIT(2) multiple of
16.7 times for the financial year ended 30 June 2021.
The Scheme Consideration represents an attractive premium of 64.6% to the last
closing price of A$0.8200 per share on Friday, 16 July 2021, 59.9% to the 10-day volume
weighted average price (VWAP) of A$0.8442 per share, and 59.3% to the 60-day
VWAP of A$0.8472 per share.
The Proposal will be implemented by a scheme of arrangement (Scheme). The
Empired Directors unanimously recommend that Empired shareholders vote in
favour of the Scheme, in the absence of a superior proposal and subject to the
Independent Expert concluding (and continuing to conclude) that the Scheme is in
the best interests of Empired shareholders.
To lodge a proxy before the meeting date
To nominate a proxy or to ask a question, click the button below:
LODGE A PROXY
For your proxy appointment to be effective it must be received by Saturday, 23 October 2021, at 10 am Perth time.
To participate on the meeting date
The Scheme Meeting will be held virtually on 25 October 2021, at 10 am Perth time
To attend and vote in real time at the meeting, you can visit https://web.lumiagm.com/392567307 on your smartphone, tablet or computer, and use the meeting ID provided in the Notice of Meeting.
Online registration will open 1 hour before the start of the meeting.
For further instructions on how to participate online, view the online meeting user guide.