SYDNY: HCL Australia will acquire 100% of the shares in DWS Limited by way of a Scheme of Arrangement, a news release said.
HCL Australia Services Pty. Limited is a wholly owned subsidiary of HCL Technologies Limited, which is a listed company on the National Stock Exchange of India (NSE) with a market capitalization that exceeds US$29 billion.
Under the Scheme, DWS shareholders will receive total cash consideration of A$1.20 per DWS share (Scheme Consideration) plus an additional A$0.03 per share dividend (Target Permitted Ordinary Dividend). Following implementation of the Scheme, DWS will become a wholly-owned subsidiary of HCL. Total cash consideration including the dividend values DWS’ issued equity at A$162.15 million. The transaction will be 100% cash funded.
Each member of the DWS Board recommends that DWS shareholders vote in favour of the Scheme at the Scheme meeting in the absence of a Superior Proposal and subject to the Independent Expert concluding in the Independent Expert’s Report that the Scheme is in the best interests of DWS shareholders and not changing or qualifying that conclusion. Subject to those same qualifications, each DWS Director intends to vote the DWS shares held or controlled by them in favour of the Scheme.
In addition, DWS’ largest shareholder, Danny Wallis, who holds or controls DWS shares which represent 42.7% of the total shares on issue at the date of this announcement, has advised DWS that he intends to vote in favour of the resolutions to be put to DWS’ shareholders to implement the Scheme in respect of all DWS shares controlled or held by or on behalf of him in the absence of a Superior Proposal that remains a Superior Proposal even after giving effect to any matching rights available to HCL under the Scheme Implementation Agreement, and subject to the Independent Expert concluding in the Independent Expert’s Report that the Scheme is in the best interests of DWS shareholders and not changing or qualifying that conclusion.
DWS CEO & Managing Director, Danny Wallis, said: “The Scheme represents an outstanding outcome for all DWS stakeholders: shareholders, employees, clients and other business partners. The opportunity to realise certain value at a significant premium represents a great outcome for our shareholders, who have been supportive over the Company’s long history of its strategy and direction.
HCL’s Executive Vice President & Country Manager, Australia & New Zealand, Michael Horton, said: We are excited for this expansion of HCL Technologies in Australia and New Zealand and are confident that our combined strengths will further accelerate the digital transformation journeys of our clients and innovations for their customers. HCL has invested in the region for over 20 years and is committed to enabling digitilisation and growing the local ecosystem. DWS has forged a sterling reputation, powered by highly talented consultants who enable organizations to be at the cutting edge of technology. We look forward to welcoming the DWS team to HCL and creating enhanced global learning and career opportunities for them.”