TOKYO - June 20, 2017 - Nomura Research Institute, Ltd., (NRI), a leading provider of consulting services and system solutions today announced that its 100% owned subsidiary ASG Group Limited (Perth, Australia, ASG) has reached an agreement with SMS Management & Technology Limited (Melbourne, SMS) to start procedures for acquiring 100% of SMS shares and making SMS into a subsidiary. Details are following,
1. Purpose of share acquisition
SMS is an information technology service company with its head office located in Melbourne, Australia. Its main customers are telecommunications companies and financial institutions. SMS possesses an advantage in providing consulting services and implementing IT systems for front-desk reception that is closely related to customer contact (for example, sales support and customer management). The main customers of ASG are the federal government, state governments, manufacturers, and companies in the service industry. ASG possesses advantages in providing management services, implementing IT systems, and providing consulting services for infrastructure and back-office operations (for example, accounting and personnel).
Both companies are extremely complementary in terms of services offered and customer service. By incorporating the customer base and provided services of SMS into ASG, it will become possible to provide a series of services spanning from back-office operations to front-desk reception for customers in a wide range of industries.
2. Method and schedule of share acquisition
This share acquisition is a friendly acquisition in accordance with a Scheme of Arrangement. On 20th June, 2017, ASG consummated a Scheme Implementation Agreement with SMS to define the procedures for acquiring SMS shares.
In order to implement the acquisition, approval is required from SMS's general meeting of shareholders (approval by at least 75% of shareholders with voting rights and by a majority of the voting shareholders in attendance) and from the Australian Court. If these requirements are not satisfied, there is a possibility that the acquisition will not be implemented.
The forecasted schedule at the present time is as follows.
|June 20, 2017
||Consummation of SIA (finished)
|Early September, 2017
||General meeting of shareholders at SMS
|Late September, 2017
||Acquisition of SMS shares by ASG
3. Number of shares to be acquired, acquisition price, and status of held shares before/after acquisition
|(1) Number of held shares prior to transfer
(Number of voting rights: 0 (indirect holdings: 0))
(Ratio of voting rights held: 0.0% (indirect holdings: 0.0%))
|(2) Acquisition price (Note*)
||SMS acquisition price: 10,225 million yen (123,365,000 AUD)
Advisory expenses, etc. (estimated amount): 120 million yen
Total (estimated amount): 10,345 million yen
|(3) Number of held shares after transfer
(Number of voting rights: 68,536,340 (indirect holdings: 68,536,340))
(Ratio of voting rights held: 100.0% (indirect holdings: 100.0%))
(Note*) The acquisition price listed in the table is subject to change due to price adjustment stipulated in the agreement, etc.