Compu-Clearing firm intention by WiseTech Global
Further to the cautionary announcement published by Compu-Clearing on 17 June 2015, Compu-Clearing shareholders are advised that on 23 June 2015 (˘the ˘Signature Date÷) Compu-Clearing entered into an implementation agreement with WiseTech Global (˘Implementation Agreement÷) in terms of which WiseTech Global has agreed to make an offer to acquire all the issued shares in Compu-Clearing that it does not already own (˘Scheme Shares÷) (˘Proposed Transaction÷).
Material terms of the Proposed Transaction
WiseTech Global intends making an offer to acquire the Scheme Shares by way of a scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended, (˘Companies Act÷) ( ˘Scheme÷) to be proposed by Compu-ClearingĂs board of directors (˘Compu-Clearing Board÷) between Compu-Clearing and the holders of the Scheme Shares (˘Shareholders÷).
The posting of a circular to Shareholders in respect of the Scheme (˘Circular÷) and the implementation of the Scheme will be subject to the fulfilment of the conditions referred to in paragraphs 5 and 6 below, respectively.
In terms of the Scheme, WiseTech Global will pay to Shareholders a cash consideration of R5.50 per Scheme Share (˘Scheme Consideration÷), which will result in a total consideration payable by WiseTech Global to Shareholders of R176 974 847-50 for the issued shares not already owned by WiseTech Global.
Information about WiseTech Global
WiseTech Global is an innovative, multi-award winning global developer of cloud-based software solutions for the international and domestic logistics industries. WiseTech GlobalĂs leading product, CargoWise One, provides the most sophisticated and comprehensive end-to-end logistics solution in the world and forms an integral link in the global supply chain.
With clients holding more than 150 000 licenses across a customer community of 7 000 sites in 105 countries, WiseTech GlobalĂs breakthrough software solutions are renowned for their powerful productivity, extensive functionality, comprehensive integration, deep compliance capabilities, and their truly global reach. From single-office businesses to large multinational companies worldwide, WiseTech GlobalĂs clients are able to improve their visibility, efficiency, quality of service, and profitability by adopting WiseTech GlobalĂs next-generation technology.
WiseTech Global was founded in 1994 in Sydney, Australia, with a mission to lead the international logistics industry in technology innovation. WiseTech Global now operates from offices worldwide with regional headquarters in the US, UK, China, and Australia.
Rationale for the Proposed Transaction
Compu-Clearing has for a number of years acted as the local distributor of WiseTech GlobalĂs products which has resulted in the development of a strong relationship between the two parties. Arnold Garber founded Compu-Clearing in 1983 and was joined by Johan Du Preez in 1984. Over the next 30 years Arnold and Johan established Compu-Clearing as South AfricaĂs market leader in the provision of IT systems to the Customs Clearing and Freight Forwarding industries. Johan du Preez retired in December 2014 and Arnold Garber will retire shortly after the completion of the Proposed Transaction to allow new leadership, management direction and investment to step in, in the form of WiseTech Global and its leadership. WiseTech Global believes it is able to add meaningful value to Compu-Clearing and that the Proposed Transaction will be beneficial to Compu-Clearing and its employees. Whilst not final, plans are being made to make a long term and significant investment in South Africa above and beyond the purchase of Compu- Clearing and as part of that plan, WiseTech Global believes it is likely that WiseTech Global will materially increase the number of employees in South Africa compared with the current Compu-Clearing headcount and move a substantial portion of its EMEA business resource demands to South African located staff, thus benefiting the South African economy, the staff and customers of Compu-Clearing.
Conditions to the posting of the Circular
The posting of the Circular to Shareholders is subject to the fulfilment, or waiver, of the suspensive conditions that by not later than 17:00 on Wednesday, 22 July 2015:
* the Independent Expert shall have prepared and issued a fair and reasonable opinion in terms of section 114(3) of the Companies Act in which it expresses the opinion that the Scheme Consideration is fair and/or reasonable to the Shareholders;
* the Compu-Clearing Independent Board and Compu-Clearing Board having resolved to unanimously and unconditionally recommend to the Shareholders that the Shareholders vote in favour of the Scheme;
* all requisite approvals shall have been received from the JSE, and the Takeover Regulation Panel (˘TRP÷) for the posting of the Circular.
Material conditions to the Scheme
The implementation of the Scheme will be subject to the fulfilment, or waiver (in whole or in part), of the suspensive conditions ("Scheme Conditions") that by not later than 180 days after publication of this Joint Firm Intention Announcement (which Scheme Conditions shall be included in the Circular materially in the form set out below):
* the special resolution to be proposed to approve and implement the Scheme (˘Scheme Resolution÷) shall have been approved by at least 75% of the votes exercised by Shareholders present and entitled to vote on such resolution (either in person or by proxy), as contemplated in section 115(2) of the Companies Act;
* if required by section 115(3) of the Companies Act, the approval of the implementation of the Scheme Resolution shall have been approved by a court. In order to establish whether such approval is required if less than 15% of the votes exercised on the Scheme Resolution were opposed to the Scheme Resolution, Compu-Clearing shall not implement the Scheme Resolution until either a period of ten Business Days has elapsed since the vote without any Shareholder who opposed the Scheme Resolution applying for leave to apply to a court for a review of the Proposed Transaction or, if any such application is made by such a Shareholder, such application is unsuccessful. If such approval of a court is required, Compu-Clearing shall seek such approval and shall not treat the Scheme Resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act unless requested to do so by WiseTech Global; and
* the TRP shall have issued a compliance certificate in relation to the Proposed Transaction.
WiseTech Global and Compu-Clearing may, by agreement in writing and (if required) with the prior approval of the TRP, extend the date for the fulfilment of any one or more of the Scheme Conditions.
If any Scheme Condition is not fulfilled on or prior to the date or extended date contemplated in terms of clause 6.1 or 6.2 for such fulfilment, the Scheme shall not become effective.
The Proposed Transaction is categorised as a small merger in terms of the Competition Act, 89 of 1998, and may therefore be implemented without approval in terms of that Act.
Funding of the Proposed Transaction
WiseTech Global will fund the full Scheme Consideration from its own cash resources. The Takeover Regulation Panel has been provided with a bank guarantee from The Standard Bank of South Africa Ltd. in compliance with Takeover Regulation 111(4)(a) and 111(5).
Shareholding of WiseTech Global in Compu-Clearing
As at the date of this announcement, WiseTech Global owns 9 884 200 shares in Compu-Clearing representing 23.5% of the issued shares in Compu-Clearing.
WiseTech Global has received irrevocable undertakings from certain Shareholders to, inter alia, vote or procure to vote their Scheme Shares in favour of the Scheme and the other resolutions to be proposed at the Scheme Meeting, and not to dispose of or encumber such Scheme Shares.
These shareholders have also given WiseTech Global an option to purchase their shares at the same price as the Scheme Consideration.
Independent Board and fair and reasonable opinion
The Proposed Transaction is classified as an affected transaction in terms of the Companies Act. Accordingly, Compu-Clearing has convened the Independent Board comprised of independent non- executive directors, being L Jacobs, AZ Katz and TM Mogale to evaluate the Scheme (˘Independent Board÷).
The Independent Board will appoint an independent expert acceptable to the TRP to provide the Independent Board with external advice in regards to the Scheme and to make appropriate recommendations to the Independent Board for the benefit of Compu-Clearing shareholders. The substance of the external advice and the opinion of the Independent Board will be detailed in the Circular.
Posting of the Circular
Subject to all the requisite approvals being received as contemplated in paragraph 5, it is estimated that the Circular will be posted to Shareholders on or about 22 July 2015, which will include the notice of the Scheme Meeting to be held on or about 20 August 2015 for the purpose of, inter alia, considering and, if deemed fit, passing the Scheme Resolution.
Withdrawal of cautionary
Following the release of this announcement, the Cautionary Announcement is hereby withdrawn and caution is no longer required to be exercised by Compu-Clearing Shareholders when dealing in their Compu-Clearing shares.
WiseTech Global responsibility statement
WiseTech Global (to the extent that the information relates to WiseTech Global) accepts responsibility for the information contained in this announcement and, to the best of its knowledge and belief, confirms that the information is true and this announcement does not omit anything likely to affect the importance of the information included.
Independent Board responsibility statement
The Independent Board (to the extent that the information relates to Compu-Clearing) accepts responsibility for the information contained in this announcement and, to the best of its knowledge and belief, confirms that the information is true and this announcement does not omit anything likely to affect the importance of the information included.