Australian-listed Bulletproof has announced its shareholders have approved the proposed AU$24.7 million acquisition by software firm Klikon Group Holdings Pty Limited -- trading as the Australian Centre for Advanced Computing and Communication (AC3).
Addressing shareholders in a scheme meeting on Friday, non-executive director Ken Carr said that the independent expert appointed by the board of Bulletproof to evaluate the offer had concluded the offer from AC3 was in their best interests, 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," Carr said.
"The price of Bulletproof shares is likely to fall, at least in the short term, if the scheme is not implemented."
AC3 emerged as the frontrunner to acquire all interest in Bulletproof in January, days after the company rejected an offer made by Australian heavyweight Macquarie Telecom. At the time, Bulletproof labelled AC3's offer as being the most executable.
Macquarie offered Bulletproof 11.0 cents per share, with the AU$17.9 million sum for the former to buy the remaining 83.89 percent of Bulletproof it did not already own.
Following the initial bid from Macquarie, ZDNet reported that the offer faced hurdles from significant investors, with Microequities Asset Management increasing its stake to oppose the deal, and Bulletproof co-founder Lorenzo Modesto saying the bid was too low and that his company's 12.6 percent stake would be used to oppose the deal.
The board's independent expert declared in mid-December that the offer was "not fair and not reasonable", and low-balled Bulletproof's valuation by one third. At the time, Bulletproof told shareholders to ignore all documents issued by Macquarie.
Bulletproof in February accepted AC3's offer, giving shareholders 15.2 cents for each share owned.
As AC3 had no share interest in Bulletproof, it did not cast a vote on the takeover.
A court date is set for May 25, 2018, which is also slated as the last trading day of Bulletproof shares on the Australian Securities Exchange.
On June 6, 2018, AC3 will take sole ownership of the company.
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After Bulletproof rejected a takeover offer made by Macquarie Telecom last year, the former has issued a statement to shareholders asking they ignore communications the Australian heavyweight has sent.
After rejecting a AU$17.9 million takeover bid from Macquarie Telecom, Bulletproof has accepted AU$24.7 million from AC3.
Microequities Asset Management has upped its stake as it decries the MacTel offer.
Although he exited the company in September, Lorenzo Modesto still has a 12.6 percent interest in Bulletproof and believes the bid from Macquarie Telecom is too low.