SYDNEY: K2fly Limited (ASX:K2F) has entered into a binding Scheme Implementation Deed (SID) with Argyle Bidco Pty Limited, a wholly owned subsidiary of Accel-KKR Company, under which Accel-KKR will acquire 100% of the shares in K2fly by way for $0.19 cash per share valuing K2fly at $38 million.

K2fly’s Chief Executive Officer, Nic Pollock, said: “In the last 5 years K2fly has proven there is a strong demand for our industry-first Resource Governance solutions across the biggest mining companies in the world.

We are really excited at the prospect of partnering with such a prestigious partner as Accel-KKR to take us into the next phase of our global growth of products and markets.
Accel-KKR have demonstrated a unique understanding of software businesses like K2fly and demonstrated the ability to take them to the next level of maturity and growth.

This offer from Accel-KKR affirms the success of the K2fly business strategy and the quality of its management team to take the business forward.”
Accel-KKR’s Managing Director, Dean Jacobson said: “Accel-KKR believes K2fly’s success is a result of its differentiated product in sectors with strong industry tailwinds. Highly complex and regulated sectors such as mining, utilities and oil & gas are increasingly facing pressures to do right on behalf of its customers, employees and other stakeholders.

K2fly’s robust governance, tracking and reporting can result in stronger compliance, higher operational efficiency, better stakeholder transparency and generally be a vital competitive advantage for companies that operate in these industries.

We are excited to put forth an offer to partner with K2fly that could drive continued innovation and value for customers, and unlock new growth opportunities for the business.”

The K2fly Directors (who represent approximately 19.9%5 of the issued share capital in K2fly as at the date of this announcement) unanimously recommend that K2fly shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of K2fly shareholders.

Subject to those same qualifications, each K2fly Director intends to vote all the K2fly
shares held or controlled by them in favour of the Scheme.

Accel-KKR is a technology-focused investment firm with over $19 billion in capital commitments. The firm focuses on software and IT-enabled businesses, well-positioned for topline and bottom-line growth.

At the core of Accel-KKR’s investment strategy is a commitment to developing strong partnerships with the management teams of its portfolio companies and a focus on building value alongside management by leveraging the significant resources available through the Accel-KKR network.

Accel-KKR focuses on middle-market companies and provides a broad range of
capital solutions including buyout capital, minority-growth investments, and credit
alternatives. Accel-KKR also invests across a wide range of transaction types including private company recapitalisations, divisional carve-outs and going-private
transactions.

Accel-KKR is headquartered in Menlo Park, California, with additional offices in Atlanta, Chicago, Mexico City and London.

Accel-KKR led consortium offers to acquire Basware Corporation for EUR 619.91 million