Prophecy and Complexica Merge to Forge ASX’s Leading AI Software Powerhouse
Prophecy International Holdings has agreed to acquire Complexica in a transformative merger, creating Complexica Group Limited, an ASX-listed AI pure play software company with enhanced scale and growth potential.
- Prophecy to acquire 100% of Complexica shares, issuing 47.5 million securities
- Post-merger ownership split, Prophecy shareholders 62%, Complexica shareholders 38%
- Rebranding to Complexica Group Limited pending shareholder approval
- Strategic focus on AI-driven data-to-decision software with international expansion plans
- On-market share buyback of up to $1.5 million planned post-completion
A Transformational Union in AI Software
Prophecy International Holdings Ltd has announced a landmark agreement to acquire Complexica Pty Ltd, marking a significant milestone in the Australian technology sector. This merger aims to establish a leading ASX-listed AI pure play software company, to be renamed Complexica Group Limited, combining Prophecy’s enterprise software expertise with Complexica’s advanced AI decision optimisation capabilities.
The deal involves Prophecy issuing approximately 45.3 million fully paid ordinary shares and 2.2 million zero exercise price options to Complexica shareholders and option holders, respectively. Upon completion, Complexica shareholders will hold 38% of the merged entity, with Prophecy shareholders retaining 62%. This share structure reflects a carefully negotiated balance, designed to align interests and foster collaborative growth.
Strategic Rationale and Growth Prospects
The merger is underpinned by a compelling strategic rationale. By leveraging complementary product portfolios, the combined company expects to accelerate revenue growth through cross-selling opportunities and international market expansion. Complexica’s AI pedigree will refresh Prophecy’s branding and product offering, positioning the new entity as a comprehensive provider of AI-driven solutions spanning the entire data-to-decision workflow.
Prophecy’s Chairman, Ed Reynolds, highlighted the transformational nature of the merger, emphasizing the creation of an "AI-first, end-to-end solution" that is unique on the ASX. Complexica’s Co-CEO, Jonathan Drake, echoed this optimism, pointing to the combined leadership’s expertise and the scale benefits that will underpin the next phase of growth.
Governance, Conditions, and Shareholder Engagement
The merged company’s board will include key figures from both organisations, with Ed Reynolds as Chairman and a management team led by Co-CEOs Bradley Thomas and Jonathan Drake. The governance structure is designed to blend experience across enterprise software and AI innovation.
Completion of the merger is contingent on several conditions, including Prophecy shareholder approval at an extraordinary general meeting scheduled for October 2025, receipt of an independent expert’s report confirming the transaction’s fairness, and other customary regulatory and contractual consents. The company has also announced a planned on-market share buyback of up to $1.5 million post-completion, signaling confidence in the merged entity’s value proposition.
Looking Ahead
With a combined revenue base and a strong recurring revenue component, the new Complexica Group Limited is poised to enhance liquidity and investability on the ASX. The merger not only creates immediate scale but also establishes a platform for future inorganic growth through potential acquisitions. Investors will be watching closely as the company navigates shareholder approvals and begins integration, with the promise of a refreshed brand and expanded international footprint.
Bottom Line?
As Prophecy and Complexica unite, the ASX gains a formidable AI software contender, next steps hinge on shareholder approval and seamless integration.
Questions in the middle?
- How quickly will the merged entity realise the anticipated product synergies and revenue acceleration?
- What are the detailed plans and timelines for international expansion post-merger?
- How will the market respond to the share buyback and rebranding efforts in the near term?
