Information services and training company SAI Global Ltd has agreed to buy financial services provider Espreon Ltd for as much as $53.9 million as it aims to diversify its property transaction business.
The announcement follows Espreon's rejection last month of a $42.7 million takeover bid by private investment firm Vectis Group Pty Ltd.
Shares in SAI gained eight cents, or 3.2 per cent, to close at $2.58 and Espreon stock surged 37 per cent, or 13 cents, to 48 cents.
"SAI is a well-respected and innovative corporation with a demonstrated record in the provision of information and transaction services," Espreon chairman Phil Andersonsaid in a statement.
"All of Espreon's key stakeholders, including shareholders, employees and customers, should benefit from SAI's wider network and the ability to access itsextensive resources."
SAI will offer one share for every 4.8 Espreon shares if it attains more than a 50 per cent holding, valuing Espreon at $49.4 million, Sydney-based SAI said.
The offer will be increased to one SAI share for every 4.4 Espreon shares if SAI gains more than 90 per cent of the target. That would value Espreon at $53.9 million.
Before the offer announcement, SAI shares last traded at $2.50 on January 9 and Espreon shares closed at 35 cents on the same day.
The higher offer valued Espreon at 56.8 cents per share, 26 per cent more than Vectis' offer of 45 cents a share.
"The board of Espreon believes the offer represents superior value to shareholders compared with the Vectis takeover bid, providing an opportunity to realise value for their investment at a substantial premium to recent trading prices of Espreon shares," Mr Anderson said.
SAI said it would benefit from the national property business Espreon owns, which will expand SAI's predominantly Victorian operations.
The company also said the takeover would add to profit in the first full year of ownership, and would expand the information services business.
Espreon's board intends to unanimously recommend the offer, which will create a $405 million company, in the absence of a better proposal.
SAI already owns about 20 per cent of Espreon after buying 18.7 million shares for 47 cents each from Hunter Hall Investment Management.
SAI's offer is subject to attaining a minimum 50 per cent of Espreon and no regulatory actions or material transactions taking place.
Espreon recommended on December 22 that shareholders reject the 45 cent per share Vectis bid, which had been raised from the initial 40 cent offer of November 28, describing it as opportunistic and undervaluing the company.
In August, the companies had agreed on a 62 cent takeover bid by Vectis, after the private firm's initial approach in June.
That agreement was terminated on November 6 after the fall in the S&P/ASX 200 Index in September and October triggered a termination clause in the scheme of arrangement.
Reckon Ltd, which develops and sells accounting software including Quicken, also owns about 20 per cent of Espreon.
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