News

15/02/17

G+T advises Rubik Financial Limited on $68 million scheme of arrangement with Swiss software group Temenos

Gilbert + Tobin is delighted to announce that it is advising Rubik Financial Limited (Rubik) on a scheme of arrangement with Temenos Group AG (Temenos). If the scheme is implemented, Temenos will acquire all of the shares in Rubik for $0.1667 cash per share, which represents a 52% premium to Rubik’s last closing price before the announcement. The offer price values Rubik’s equity at approximately $68 million on a fully diluted basis.

Rubik’s Board of directors have unanimously recommended that Rubik shareholders vote in favour of the scheme, in the absence of a superior proposal, and subject to the independent expert concluding that the scheme is in the best interests of Rubik shareholders.

The scheme has already received strong support from Rubik’s three largest shareholders, who have informed Rubik that they intend to vote their shares in favour of the scheme, in the absence of a superior proposal, and subject to the Rubik directors maintaining their unanimous recommendation to shareholders to vote in favour of the scheme.

Rubik is a leading ASX-listed fintech company, delivering innovative banking, financial services and collections software solutions in Australia, Asia and the Middle East. Rubik and Temenos have enjoyed a strong relationship for a number of years and their coming together is expected to create a leading player in the fast growing Australian financial software market.

Commenting on the scheme, Rubik CEO, Iain Dunstan said: “If implemented, we believe the scheme will have a positive impact for both our existing clients and prospective clients by providing access to the significant resources of Temenos as a market leading wealth, banking and finance software specialist.”

Mr Dunstan said: “The team at Gilbert + Tobin provided us with the outstanding service and unmatched market knowledge we have come to expect from them. They get the balance between the commerciality and the legals right every time, and they were instrumental in getting this over the line for us.”

The Gilbert + Tobin team was led by Corporate Advisory partners Adam Laura and Tim Gordon, assisted by lawyer Lucy Hall.

Commenting on the transaction, lead partner Adam Laura said: “As a firm we have had a long standing relationship with Rubik and we are delighted to be helping them on such a significant transaction.”

Gilbert + Tobin’s market-leading M&A team has advised on many of Australia’s largest and most innovative recent M&A transactions, including Cover-More on the scheme of arrangement with Zurich Insurance Group, SAI Global on the scheme of arrangement with Baring Asia, Qube on the acquisition of Asciano, Superloop Limited on the acquisition of BigAir and Clearview Wealth Limited on the strategic investment by Sony Life.

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