LONDON, UK: The Board of Unikmind Holdings Limited announced the terms of a cash offer to be made to acquire the issued and to be issued share capital of Kape Technologies not already held by Unikmind.

Under the terms of the offer, the shareholders of Kape Technologies will be entitled to receive US$3.44 in cash for each Kape share. The offer values the entire issued and to be issued share capital of Kape at approximately US$1.51 billion, which is equivalent to £1.25 billion at the Announcement Exchange Rate.

Unikmind, the approximately 54.8 per cent majority shareholder of Kape, has been steadfast in its support of the Company throughout its corporate history. This has notably included Unikmind investing c.US$525 million in Kape Shares since 2014 and helping Kape successfully execute seven acquisitions over the past five years, in aggregate amounting to more than US$1.25 billion of M&A activity.

In September 2021, Unikmind underwrote Kape’s entire US$354 million equity placing and backstopped the deferred cash consideration and bank debt facilities as part of the US$936 million transformative acquisition of ExpressVPN. This strong support from Unikmind provided underlying certainty on the availability of cash to allow Kape to complete the transaction.

In the subsequent US$222.5 million equity placing in October 2022, Unikmind subscribed to its full c.US$122 million pro rata share, standing by the Company and ensuring the success of another key milestone for Kape.

In Unikmind’s opinion, the highly competitive market environment in which Kape operates and the current heightened global macroeconomic challenges, may generate headwinds to Kape’s revenue growth if it were to rely solely on organic growth in the short to medium term.

While Unikmind supports all organic growth initiatives, it believes a continued, proactive buy-and-build strategy by Kape will remain the most promising driver of growth. It also believes that given current macroeconomic challenges and related capital markets uncertainties, the availability of potential acquisitions may be increased.

Commenting on the Offer, Mr. Teddy Sagi, the owner of Unikmind said: “The last decade has witnessed the rapid growth of digital services with the expansion of e-commerce. Kape has, with our support as the majority shareholder, transformed through several strategic acquisitions, into a truly global leader in the digital privacy and security space.

Having weighed the pros and cons of a public listing under the current macro uncertainties and thin stock market trading as well as new growth avenues, we are firm in our view that Kape’s next chapter in its corporate journey should be within the private arena.

We are committed to Kape’s further growth within our group of companies, enabling it to exploit operational synergies and to access capital for its continuous growth, especially as the convergence of technologies is gaining momentum.

Recognising that not all Kape Shareholders may wish to continue with us in a non-listed Kape, our cash offer represents a compelling proposition for fellow shareholders to realise their investment.”