NinjaOne Offers A$5.90 Per Share to Acquire Dropsuite in $420m Deal

Deal Overview and Valuation

Dropsuite Limited (ASX:DSE), a global cloud backup and archiving software provider, announced it has entered into a Scheme Implementation Deed with NinjaOne, LLC and NinjaOne Australia Pty Ltd for an all-cash acquisition. NinjaOne has agreed to acquire all ordinary shares in Dropsuite at A$5.90 per share, valuing the company at approximately A$420 million.

This offer price represents a 34.1% premium to Dropsuite’s closing share price of A$4.40 on January 24, 2025, and a 40.6% premium to the 90-day volume weighted average price. The implied enterprise value to annual recurring revenue (EV/ARR) multiple stands at 7.8x, reflecting the strategic value NinjaOne sees in Dropsuite’s cloud services platform.

Board and Shareholder Support

The Dropsuite Board has unanimously recommended shareholders vote in favor of the Scheme, subject to the absence of a superior proposal and a positive conclusion from an Independent Expert. Each director has committed to vote their combined 6.4% shareholding in favor of the deal. Notably, Dropsuite’s largest shareholder, Topline Capital Management, which holds approximately 31% of the company’s shares, has also confirmed its intention to support the transaction.

Non-Executive Chairman Theo Hnarakis highlighted the board’s confidence in Dropsuite’s long-term prospects but acknowledged the Scheme offers shareholders a compelling opportunity to realise value at an attractive premium. He also emphasized the complementary nature of the combined offerings from NinjaOne and Dropsuite, anticipating enhanced solutions for customers globally.

Conditions and Timetable

The transaction is subject to customary conditions including shareholder approval at a Scheme Meeting expected in early May 2025, court approval, and regulatory clearances such as from the Australian Foreign Investment Review Board (FIRB). The Scheme Booklet and Independent Expert’s report are anticipated to be distributed to shareholders in March 2025.

Following shareholder and court approvals, the Scheme is expected to be implemented by late May 2025, at which point Dropsuite will be delisted from the ASX. The deal is not subject to any financing condition, with NinjaOne having secured binding equity commitments and sufficient cash on hand to fund the acquisition.

Deal Protections and Exclusivity

The Scheme Implementation Deed includes exclusivity provisions preventing Dropsuite from soliciting or engaging with competing proposals during the exclusivity period. A break fee of approximately A$4.2 million is payable by Dropsuite to NinjaOne under certain circumstances, with a reciprocal reverse break fee payable by NinjaOne to Dropsuite in mirror situations.

Both parties have committed to cooperate fully to satisfy all conditions precedent and to promote the Scheme to shareholders. The agreement also outlines detailed obligations on conduct of business and information sharing up to the Implementation Date.

Strategic Implications

This acquisition marks a significant consolidation in the cloud backup and endpoint management space, combining Dropsuite’s cloud backup and archiving capabilities with NinjaOne’s automated endpoint management platform. The combined entity is positioned to offer a more comprehensive IT management solution to over 20,000 customers worldwide, potentially driving growth and operational synergies.

For Dropsuite shareholders, the all-cash offer at a substantial premium provides an immediate value realisation opportunity, while for NinjaOne, the acquisition accelerates its expansion into cloud backup services and broadens its global footprint.