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ASX Tech Stocks: Tyro tanks 20pc as Potentia Capital walks away from takeover bid
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- Potential Capital walks away from takeover bid for Tyro Payments after months of negotiations
- Bigtincan Holdings share price up 18% as it rejects takeover from Siris Capital Group
- Dotz Nano to enter C02 capture market after entering purchase deal with H2 Blue Tech
Tyro Payments (ASX:TYR)
The TYR share price is down more than 20% in morning trade after the company confirmed months of negotiations have broken down between TYR and its takeover play private equity group Potentia Capital.
TYR said the board had been working with Potentia in good faith in the best interests of all shareholders over a period of many months to conclude a proposal.
“However Potentia has now advised Tyro it does not intend to proceed with a proposal to acquire the company,” TYR said in a statement.
“Accordingly, discussions with Potentia in relation to a possible change of control proposal have now ceased.
“Potentia’s decision to withdraw follows Tyro granting them due diligence, as well as extensive and advanced negotiation of material commercial terms and draft transaction documents.”
TYR said it facilitated engagement with regulators to understand the complexity and anticipated timeframes to complete a transaction relating to the proposed private equity ownership of an Authorised Deposit-taking Institution (ADI).
“Tyro also worked with Potentia to develop processes that could potentially address regulatory requirements to reduce risk to Tyro by providing increased confidence of completion in a reasonable timeframe,” the company said.
“The board and management team have worked with commitment and in good faith to facilitate a potential change of control transaction to be put to our shareholders for consideration,” Tyro chair Fiona Pak-Poy said.
“We have appreciated Potentia’s engagement and are disappointed that they were ultimately unable to deliver a revised offer.”
After first approaching Tyro in September with an offer at $1.27/share which was knocked back, Potentia upped its bid to $1.60/share but that was also rejected.
There was speculation Potentia would return with an offer ~$1.75 to $1.80/share following due diligence.
TYR said its “prospects remained strong” as highlighted in its gross profit guidance upgrade last week to a range of $192m to $194m and earnings of $41m to $43m.
Bigtincan (ASX:BTH)
The AI-powered software company’s share price is up 18% after it addressed media speculation around a takeover offer.
BTH confirmed it had received a confidential, non-binding, incomplete and indicative offer from New York based Siris Capital Group, LLC at an indicative offer price of 80 cents/share.
“Bigtincan’s independent board committee (IBC) does not consider it to be in the best interests of shareholders to progress the Siris Proposal at this time,” BTH said in an announcement.
The company said it had received other confidential approaches since that announcement.
“The IBC will, with the assistance of its financial and legal advisers, continue to carefully consider any proposals that maximise shareholder value and continue to ensure it remains in compliance with its confidentiality and continuous disclosure obligations,” BTH said.
“There is no certainty that any such proposals will lead to a transaction.”
BTH has engaged Morgan Stanley Australia as its financial advisor to assist the company with the management and evaluation of any merger or takeover bids.
Dotz Nano (ASX:DTZ)
DTZ has entered a purchase deal with H2 Blue Tech Limited to acquire its Carbon Dioxide (C02) capture assets and technology, which uses plastic waste to produce carbon-based solid sorbent with nanosized pores to capture and store C02 gases.
The tech was developed at Rice University and fully characterised by SINTEF1, Europe’s largest research institution for energy and climate technologies.
DTZ said the new technology represents the next gen of carbon capture sorbents, demonstrating several benefits over existing technologies including energy efficiency, low cost of ownership and longer lifetime.
The C02 capture industry is undergoing significant growth while playing a critical role in the energy transition and industrial decarbonisation.
“This ground-breaking technology provides Dotz with an ideal platform to enter the carbon capture market, with significant market opportunities into the next decade,” DTZ CEO Sharon Malka said in an announcement.
“While C02 capture is a new market for us, our track-record of developing, scaling, and commercialising innovative technologies ensures we have the demonstrated capability to deliver for our clients and shareholders.”
The company will acquire H2 Blue’s assets and tech for upfront consideration of 14.4 million shares and 8 million options in DTZ as well as US$880k cash.
Under the deal there is also a deferred consideration of up to a further 25.6 million shares and 25 million options in DTZ and US$1.5 million in cash, which may be payable for achievement of certain performance milestones.
The deal remains subject to closing conditions including shareholder approval and is forecast to occur in the third quarter of 2023.
