Motio’s proposed sale to IVE Group has moved into the shareholder-vote phase after the Supreme Court of New South Wales approved scheme meetings and ASIC registered the Scheme Booklet. An independent expert supports both cash schemes, but securityholder and further Court approval remain outstanding.
- $0.06 cash per Motio share
- $0.006 per MXOAV placement option
- Independent Expert values shares at $0.052-$0.062
- Scheme meetings scheduled for 17 December
- Potential franked dividend remains unconfirmed
Motio’s proposed exit from the ASX has cleared its first formal court hurdle, with the Supreme Court of New South Wales approving meetings to vote on IVE Group’s proposed acquisition. ASIC has also registered the Scheme Booklet, bringing the $0.06-a-share transaction into the decisive phase: securityholder approval.
The deal, first announced in the 6 cent cash takeover, offers Motio shareholders $0.06 in cash for each share and holders of 34.6 million MXOAV placement options $0.006 per option. On the assumptions set out in the booklet, IVE Group Australia would pay about A$20.9 million for the shares and placement options, before any permitted dividend and other transaction-related adjustments.
Independent expert backs cash consideration
HLB Mann Judd has concluded that both schemes are fair and reasonable, and therefore in the best interests of the relevant securityholders, in the absence of a superior proposal. Its assessed value for a Motio share on a controlling-interest and fully diluted basis is A$0.052 to A$0.062, placing the proposed A$0.06 consideration towards the upper end of the range. The expert valued each MXOAV option at between A$0.0004 and A$0.0010, well below the proposed A$0.006 cash payment.
The valuation comes as Motio’s operating profile has improved. Its FY26 accounts recorded A$9.2 million of continuing revenue, A$2.5 million of cash EBITDA and A$2.2 million of net profit, while the company finished the year with almost A$3.94 million in cash and no financial debt. The expert nevertheless used a maintainable cash EBITDA range of A$2.5 million to A$3.0 million, reflecting uncertainty around future earnings and Motio’s disclosure that second-quarter trading was less favourable than the first quarter.
Shareholder vote set for 17 December
Motio’s directors unanimously recommend that shareholders and placement optionholders vote in favour, subject to the expert maintaining its opinion and no superior proposal emerging. The recommendation carries a disclosed financial interest: if the schemes proceed, directors Adam Cadwallader, Jason Byrne and Harley Grosser are expected to receive about A$1.53 million, A$751,605 and A$3.18 million respectively for their shares and relevant equity incentives. No director holds MXOAV placement options.
The Share Scheme Meeting will take place on 17 December 2026 at 9.30am AEDT, followed by the Option Scheme Meeting at 10.00am. The meetings will be held in person, and both resolutions require the statutory approval thresholds as well as subsequent Court approval. The Option Scheme is conditional on the Share Scheme becoming effective, while IVE Group may waive the requirement for Option Scheme approval before proceeding with the share acquisition.
Dividend could lift total shareholder return
Motio has flagged a potential extra payment for shareholders. The board expects to determine a permitted cash dividend if sufficient reserves are available and Motio’s consolidated net cash exceeds A$4 million, with the payment to be franked as far as the company’s franking balance allows. The amount is not guaranteed, would only be paid if the Share Scheme becomes effective, and would not reduce the A$0.06 consideration. Placement optionholders will not participate in that dividend unless they also hold Motio shares.
If securityholders approve the schemes and the Court signs off, Motio expects the transaction to become effective on 21 December, with consideration paid on 6 January 2027. IVE Group says it intends to delist Motio, convert it into a proprietary company and review its operations and organisational structure after completion, while initially continuing the business in substantially its existing form.
Bottom Line?
The transaction now has a clear timetable, but the final value for shareholders still depends on the 17 December votes, Court approval and whether Motio can declare the unquantified dividend.
Questions in the middle?
- Will the permitted dividend be declared, and how much of it will be franked?
- Will the two securityholder resolutions achieve the required majorities on 17 December?
- Can IVE Group retain Motio’s operating momentum while pursuing the strategic benefits it has identified?