Atturra Holdings to acquire 100% of the ordinary share capital of Cirrus Networks Holdings

SYDNEY, AUSTRALIA: Atturra Limited, a leading advisory and technology services business in designing, implementing, and maintaining IT solutions, has entered into a binding Scheme Implementation Deed for its subsidiary Atturra Holdings to acquire 100% of the ordinary share capital of Cirrus Networks Holdings (ASX: CNW).

The total scheme consideration of $0.053 per Cirrus share represents a 29.3% premium to the last closing price of Cirrus shares on 8 September 2023 (being the last trading day prior to the announcement of the Scheme) and a 25.5% premium to the 30-day VWAP of Cirrus shares to 8 September 2023.

Under the terms of the Scheme, Cirrus shareholders will have the option to elect to receive consideration with a total implied value of $0.053 per Cirrus share in one of four ways:

• 75% cash consideration and 25% share consideration, equating to $0.0398 cash and 0.0150 Atturra shares for each 1 Cirrus share held (Default Consideration);

• 100% cash consideration, equating to $0.053 cash per Cirrus share held (Cash Consideration);

• 100% share consideration, equating to 0.0601 Atturra shares for each 1 Cirrus share held (Share

Consideration); or

• 50% cash consideration and 50% share consideration, equating to $0.0265 cash and 0.0301

The Scheme Consideration is subject to the maximum total cash consideration payable by Atturra not exceeding $37.5 million (Maximum Cash Consideration) and the maximum total Atturra shareconsideration not exceeding 13.98 million Atturra shares (Maximum Share Consideration).

The Scheme represents a total equity offer value of approximately $49.3 million and an EV / FY23 Adjusted EBITDA multiple of 8.8×5 before synergies and an EV / FY23 Adjusted EBITDA multiple of 7.0x including a conservative estimate of anticipated synergies6 (on a pre-AASB 16 basis).

The transaction will be funded by the combination of the issue of new Atturra shares, debt financing from a new 3-year senior debt facility and Atturra’s existing acquisition facility with Westpac and existing cash on hand.

The acquisition funding structure maintains balance sheet flexibility and allows Atturra to continue to execute on organic and inorganic growth opportunities.

The proposed acquisition is a strong strategic fit for Atturra, with the combined company creating one of the largest Australian-sovereign advisory and technology solutions providers, with increased operational and geographic scale.

Cirrus Networks provides Atturra with a broadened and complementary range of offerings, an enlarged customer base with a focus on government, energy & resources and other corporate clients, and a strengthened geographic presence in ACT, WA and VIC.

Cirrus’ existing strategic partnerships and customer relationships are expected to facilitate Atturra’s expansion of major vendor relationships to unlock growth in key segments.

Commenting on the acquisition, Stephen Kowal, CEO of Atturra, said: “The acquisition of Cirrus has strong strategic and cultural alignment with Atturra’s industry and service capabilities and is a positive step towards Atturra’s vision to be Australia’s leading advisory and IT solutions provider.

Cirrus Networks will significantly expand Atturra’s recurring managed service capabilities and will provide an enlarged and complementary client base with significant future cross-sell opportunities.

Cirrus brings a wealth of expertise in the government and energy & resources industries, having servicedsome of the leading names across these sectors respectively, enhancing Atturra’s ability to become a market leader in these sectors. We look forward to working with and welcoming the Cirrus team to Atturra.”

Chris McLaughlin, Managing Director of Cirrus, said: “The Board of Cirrus believe this transaction represents a compelling opportunity for Cirrus shareholders to realise immediate value and further upside potential via Atturra shares.

We believe our deep expertise in our markets and our focus on delivering outstanding outcomes for our clients will be enhanced by the breadth of resources and strong market reputation that Atturra brings. Working with Atturra will provide excellent career opportunities for our team and we look forward to partnering with the organisation going forward.”

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