Interactive Pty Ltd Offers $0.165 Cash per Share in Conditional AUCyber Takeover Proposal

Interactive Pty Ltd’s Conditional Takeover Proposal

AUCyber Limited (ASX: CYB), a leading Australian cyber security and sovereign cloud services provider, has announced receipt of a confidential, non-binding, and highly conditional takeover proposal from Interactive Pty Ltd. The offer values AUCyber shares at $0.165 cash each, structured as a scheme of arrangement for 100% of the company’s ordinary shares.

The proposal is laden with customary but stringent conditions, including satisfactory due diligence by Interactive, unanimous recommendation by the AUCyber Board, deal protection mechanisms, change of control consents under material contracts, and final board approvals from Interactive. Additionally, the absence of any material adverse change and other standard conditions must be met before the transaction can proceed.

Board’s Deliberation Amid Competing Offers

The AUCyber Board is currently evaluating whether Interactive’s proposal qualifies as 'superior' to a revised offer from 5GN, another interested party. This assessment will consider multiple factors such as price, offer structure, timing, source of funds, and the likelihood of conditions being satisfied. Notably, 5GN’s existing voting interest in AUCyber complicates the scheme of arrangement process, adding a layer of complexity to the board’s decision-making.

In the meantime, the Board has advised shareholders to take no action regarding 5GN’s revised offer until a formal recommendation is provided. This cautious approach underscores the board’s commitment to maximizing shareholder value and ensuring any transaction is in the company’s and shareholders’ best interests.

AUCyber’s Strategic Position and Market Context

AUCyber is recognised for its sovereign cloud infrastructure and managed cyber security services, catering to prominent enterprise and government clients across Australia. The company’s credentials include top-tier security accreditations and certifications such as the Digital Transformation Agency's Hosting Certification Framework and compliance with the Australian Signals Directorate's Information Security Manual. These factors position AUCyber as a critical player in Australia’s technology and cyber security landscape.

The potential change in ownership could have significant implications for the company’s strategic direction and market positioning. Interactive Pty Ltd’s interest signals confidence in AUCyber’s growth prospects and the value of sovereign cyber security capabilities in a rapidly evolving digital environment.

Looking Ahead

While the Interactive proposal introduces a new dynamic to the takeover landscape for AUCyber, it remains uncertain whether it will culminate in a binding transaction. The extensive conditions and the competitive context with 5GN’s offer mean shareholders and market watchers should expect further updates as the board completes its due diligence and advisory consultations.