AC3 Scheme of Arrangement to acquire Bulletproof shares
On 15 February 2018, Bulletproof Group Limited (Bulletproof) and Klikon Group Holdings Pty Ltd (AC3) entered into a Scheme Implementation Deed to implement an acquisition of the Company by way of a scheme of arrangement (Scheme) pursuant to which all of the ordinary shares in Bulletproof will be transferred to AC3 and in consideration the Bulletproof shareholders will be paid cash consideration of 15.2 cents per Bulletproof share.
On 10 April 2018, the Federal Court of Australia approved the convening of a meeting of Bulletproof’s shareholders to consider and, if thought fit, approve the Scheme. If the Scheme is approved, Bulletproof shareholders will receive a consideration of A$0.152 for each Bulletproof share they hold on the record date in accordance with the terms of the Scheme (Scheme Consideration).
Scheme Meeting Date
The Scheme Meeting will be held at 11:00am (Sydney time) on 18 May 2018 (Friday) at Bulletproof’s head office, Level 17, 60 Margaret Street, Sydney.
The Scheme Booklet was registered with the Australian Securities and Investments Commission on 10 April 2018. A copy of the Scheme Booklet, which includes an Independent Expert’s Report, a Notice of Scheme Meeting and a copy of the proxy form for the Scheme Meeting, can be downloaded below and is being sent to shareholders. The Scheme Booklet contains information about the proposed acquisition by AC3, as well as instructions on how to vote.
Independent Expert Report
The Independent Expert, BDO Corporate Finance (East Coast) Pty Ltd, has concluded that the Scheme is in the best interests of Bulletproof shareholders, in the absence of a superior proposal. The Independent Expert reached this conclusion despite forming the view that the Scheme Consideration is lower than the fair market value of Bulletproof Shares (after applying a control premium) and that as a result, the Scheme Consideration is not fair. The Independent Expert has formed the view that the Scheme Consideration is reasonable and in the best interests of Bulletproof Shareholders, after taking into account a range of factors, including the premium to the share price prior to the Macquarie Telecom Takeover Offer announced on 21 November 2017, and extended to 30 April 2018, the premium to the Macquarie Telecom Takeover Offer and the impact on Bulletproof’s share price in the absence of the Scheme. A copy of the Independent Expert’s Report, which sets out advantages and disadvantages of the Scheme, is included in this Booklet. Please read this carefully.
Unanimous Board Recommendation
Bulletproof’s Board of Directors unanimously recommend that Bulletproof shareholders vote in favour of the Scheme, in the absence of a superior proposal. Each Bulletproof Director intends to vote any Bulletproof shares held or controlled by them in favour of the Scheme, in the absence of a superior proposal.