Federal Court approves the convening of the Scheme Meeting
Releases Scheme Booklet and Sets Scheme Meeting Date
- The Independent Expert, Grant Samuel & Associates Pty Limited (Grant Samuel), has concluded that the scheme of arrangement (Scheme) for the proposed acquisition by Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, KKR) is fair and reasonable, and therefore, is in the best interests of MYOB Shareholders, in the absence of a Superior Proposal
- MYOB Directors unanimously recommend that MYOB Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to recommend that the Scheme is in the best interests of MYOB shareholders
- The Scheme Meeting is scheduled to be held on Wednesday, 17 April 2019
Information relating to the Scheme, including the Notice convening the Scheme Meeting and an Independent Expert's Report, are included in the attached Scheme Booklet.
The Scheme Booklet was registered by the Australian Securities and Investments Commission (ASIC) on 13 March 2019 and is attached to this announcement. The Scheme Booklet is also available on the MYOB investor website at http://investors.myob.com.au.
Copies of the Scheme Booklet and relevant forms will be sent to MYOB Shareholders (via their elected preference) in due course.
Independent Expert Report
The Independent Expert, Grant Samuel, has concluded that the Scheme is fair and reasonable, and therefore, is in the best interests of MYOB Shareholders in the absence of a Superior Proposal. Grant Samuel's conclusion should be read in context with the full Independent Expert's Report and the Scheme Booklet attached to this announcement.
The Independent Expert has assessed the full underlying value of MYOB at between $3.19 and $3.69 per MYOB share. The KKR offer to acquire MYOB for $3.40 per share all cash consideration is within this range.
The Independent Expert stated the following in its report:
"Grant Samuel has concluded that the KKR Proposal is fair and reasonable and in the best interests of MYOB Shareholders."
"The valuation represents the estimated full underlying value of MYOB and includes a premium for control. The value exceeds the price at which, based on current market conditions, Grant Samuel would expect MYOB shares to trade on the ASX in the absence of a takeover offer."
MYOB Board Recommendation
The MYOB Directors unanimously recommend that MYOB shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to consider the Scheme to be in the best interests of MYOB Shareholders. Subject to these qualifications, the MYOB Directors intend to vote all of the MYOB shares held or controlled by them in favour of the Scheme.
The Scheme Meeting will take place at 3:00pm (AEST) on Wednesday, 17 April 2019 at MYOB Offices, Level 8, 45 Clarence Street, Sydney NSW 2000. All MYOB shareholders are encouraged to vote either by attending the Scheme Meeting in person, or by lodging a proxy vote by 3:00pm on Monday, 15 April 2019. Details of how to lodge a proxy vote are included on the proxy form and in the Scheme Booklet.
Event: Despatch of Scheme Booklet
Expected date: On or before 19 March 2019
Event: Scheme Meeting to vote on the Scheme
Expected date: 3:00pm (AEST) on 17 April 2019
Event: Second court date for approval of the Scheme
Expected date: 1:45pm (AEST) on 24 April 2019
Event: Effective Date of the Scheme
Expected date: 24 April 2019
Event: Record Date
Expected date: 2 May 2019
Event: Implementation Date
Expected date: 8 May 2019
The key dates in relation to the Scheme are set out in full within the Scheme Booklet.
Note: KKR currently has a legal and economic interest in MYOB shares of approximately 19.9%
To view the Scheme Booklet, please visit:
About Myob Group Ltd
MYOB Group Ltd (ASX:MYO) is a leading provider of online business management solutions. It makes business life easier for approximately 1.2 million businesses and accountants across Australia and New Zealand by simplifying accounting, payroll, tax, practice management, CRM, job costing, inventory and more. MYOB operates across three core segments – Clients and Partners (business solutions to SMEs and Advisers); Enterprise Solutions (larger businesses) and Payment Solutions. It provides ongoing support through client service channels including a network of over 40,000 accountants, bookkeepers and other consultants. It is committed to ongoing innovation, particularly through its Connected Practice Strategy and through the development of the MYOB Platform. For more information, follow @MYOB on Twitter or visit http://investors.myob.com.au/Investors
Myob Group Ltd