Nodus Capital rejects Huge Adapt IT takeover offer

ADAPT IT said yesterday that an independent expert, Nodus Capital TS, had recommended to its shareholders to reject the Huge Group’s offer, citing that the offer is unfair and unreasonable to its shareholders.

The Huge Group tabled an offer of 55 cents a share for the entire issued share capital of Adapt IT in January, valuing the provider of specialised software and digitally-led business solutions at R795 million.

However, Adapt IT share price has since rallied, fuelled by the news of its proposed acquisition and reached a high of R7.20 when the Canadianbased software company, the Volaris Group, entered the race last month for its takeover, offering 650c a share.

Nodus Capital was appointed by Adapt IT’s independent board in February to express an opinion on the Huge Group’s proposed offer and advised its shareholders not to act on the offer until the recommendations from an independent expert were released.

Adapt IT said yesterday Nodus Capital TS had, in accordance with regulation 90 of the companies regulations, performed a detailed valuation of Adapt IT shares.

The valuation said the Huge Group offer consideration, and based on the results of the procedures performed and other considerations, concluded that a fair price range for Adapt IT was R7 to R9.09 per Adapt IT Share.

“Accordingly, the independent expert is of the opinion that the Huge offer consideration is unfair and unreasonable to Adapt IT shareholders,” Adapt IT said.

The group added that following the independent board’s review of the Huge Group offer circular and after considering the independent expert opinion, with which the independent board agrees, the independent board has concluded that the Huge offer consideration is unfair and unreasonable to Adapt IT shareholders.

The rejection of Huge Group paves the way for the Volaris Group offer, which has the support of 44 percent of shareholders that hold Adapt IT’s shares. The independent board has not yet made a recommendation on the Volaris offer yet.

The rejection comes after a week that Adapt IT allowed its under-fire chief executive Sbu Shabalala take three months leave after the allegations that he hired armed thugs to assault the partner of his estranged wife. Adapt IT has appointed chief commercial officer Tiffany Dunsdon in an acting capacity.

Shabalala has refuted the allegations made against him and said they were without merit and he would deal with them through the judicial system.

Adapt IT shares closed 1.61 percent higher at R6.30 on the JSE yesterday.