Announcement • Oct 06
Thales Australia Holdings Pty Ltd completed the acquisition of Tesserent Limited (ASX:TNT). Thales Australia Holdings Pty Ltd entered into a binding Scheme Implementation Deed (SID) to acquire Tesserent Limited (ASX:TNT) for approximately AUD 180 million on June 11, 2023. Under the SID, it is proposed Thales Australia will acquire 100% of the share capital in Tesserent by way of a court approved scheme of arrangement for AUD 0.13 per share in cash. The cash consideration of AUD 0.13 per share values Tesserent’s equity at AUD 176 million. The transaction is fully funded by Thales’ own internal resources and cash reserves. The SID also provides for a separate and concurrent scheme of arrangement between Tesserent and its option and warrant holders under which each holder will receive cash for each instrument held in accordance with an agreed valuation methodology. A break fee and a reverse break fee of AUD 1.8 million will be payable to either Thales or Tesserent in certain circumstances. Post-acquisition, the Tesserent business will continue to be known as Tesserent, and its visual identity will incorporate the “Cyber Solutions by Thales” tagline. It will become the lead Cybersecurity offering of Thales Australia and New Zealand.The Share Scheme is subject to regulatory approvals including Australian Foreign Investment Review Board and New Zealand OIO approval, ASIC and ASX approval, court approval, No “Target Material Adverse Change”, "Target Regulated Event" or “Target Prescribed Occurrences, Tesserent retaining at least 85% of its key management during the period leading up to Court approval of the Scheme, approval by the shareholders of Tesserent and other customary conditions. The Share Scheme is not subject to financing or due diligence. Tesserent shareholders will have the opportunity to vote on the Share Scheme at a meeting of Tesserent shareholders expected to be held in September 2023. Tesserent’s Board unanimously recommends that Tesserent shareholders vote in favour of the Share Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Share Scheme is in the best interests of Tesserent shareholders. Each Tesserent Director intends to vote the Tesserent shares held or controlled by them in favour of the proposed Share Scheme (representing collectively 8.98% of the total Tesserent shares on issue). As September 18, 2023, Tesserent shareholders voted in favour of the scheme of arrangement. The Scheme is expected to be implemented in October 2023. As of September 22, 2023 Share Scheme relating to FIRB approval, as set out in of the SID has been satisfied. Deloitte is acting as financial advisor and MinterEllison is acting as legal advisor to Tesserent. Azure Capital is acting as financial advisor and Tony Damian, Amelia Morgan of Herbert Smith Freehills is acting as legal advisor to Thales.Thales Australia Holdings Pty Ltd completed the acquisition of Tesserent Limited (ASX:TNT) on October 4, 2023. Announcement • Oct 01
Tesserent Limited (ASX:TNT) agreed to acquire Beyond Binary for AUD 7 million. Tesserent Limited (ASX:TNT) agreed to acquire Beyond Binary for AUD 7 million on September 29, 2023. completion of the acquisition is subject to a number of conditions precedent and is expected to complete by mid October 2023. Reported Earnings • Aug 31
Full year 2023 earnings: EPS and revenues miss analyst expectations Full year 2023 results: AU$0.004 loss per share (improved from AU$0.007 loss in FY 2022). Revenue: AU$130.6m (up 16% from FY 2022). Net loss: AU$4.84m (loss narrowed 45% from FY 2022). Revenue missed analyst estimates by 16%. Earnings per share (EPS) were also behind analyst expectations. Revenue is forecast to grow 14% p.a. on average during the next 2 years, compared to a 16% growth forecast for the Software industry in Australia. Over the last 3 years on average, earnings per share has increased by 58% per year but the company’s share price has fallen by 22% per year, which means it is significantly lagging earnings. 
