Topicus.com submits revised bid for ReadyTech

Executive Summary

• Topicus.com Inc., via its subsidiary TSS Europe BV, has submitted a revised non-binding indicative proposal to acquire ReadyTech Holdings Ltd.
• The proposal offers shareholders two options: a scheme of arrangement at $2.00 AUD per share or an off-market takeover bid at $1.75 AUD per share (subject to a 50.1% acceptance condition).
• The scheme offer represents a significant premium to ReadyTech's recent trading prices, ranging from 47.5% to 49.3% over the one-month and closing prices, respectively.

Key Details

• Acquirer: Topicus.com Inc. (acting through subsidiary TSS Europe BV).
• Target: ReadyTech Holdings Ltd.
• Transaction Structure: Revised non-binding indicative proposal submitted via a scheme of arrangement, with an alternative off-market takeover bid.
• Scheme Consideration: $2.00 AUD per share in cash.
  • Represents a 49.3% premium to the closing share price of $1.34 on May 29, 2026.
  • Represents a 47.5% premium to the one-month VWAP of $1.36.
  • Represents a 58.9% premium to the three-month VWAP of $1.26.
  • Represents a 57.5% premium to the VWAP since Feb. 26, 2026.
• Takeover Bid Consideration: $1.75 AUD per share in cash.
  • Subject to a 50.1% minimum acceptance condition.
  • Represents a 30.6% premium to the closing share price of $1.34 on May 29, 2026.
  • Represents a 29.1% premium to the one-month VWAP of $1.36.
  • Represents a 39.0% premium to the three-month VWAP of $1.26.
  • Represents a 37.9% premium to the VWAP since Feb. 26, 2026.
• Conditions Precedent:
  • Completion of satisfactory confirmatory due diligence by TSS.
  • Positive recommendation of ReadyTech's board of directors.
  • Approval of Topicus.com's board of directors.
  • Regulatory or government approvals.
  • Execution of a confidentiality process and exclusivity deed.
• Advisers:
  • Financial Adviser: Rothschild & Co.
  • Legal Adviser: Allens.
  • Communications Adviser: New World Communications.
• Context: This revised proposal responds to feedback from the ReadyTech board regarding preferred offer structure and price, varying from the original offer tabled on May 29, 2026, which was solely an off-market takeover at $1.75 per share.

Notable Quotes

• "The revised proposal offers the optionality to ReadyTech's shareholders for greater individual autonomy in opting to pursue liquidity at a certain valuation, whilst representing a compelling premium."
• "TSS would like to progress the revised proposal on a recommended basis to deliver a superior outcome for all ReadyTech shareholders. TSS is committed to working with the ReadyTech board toward that end."