Announcement • Apr 17
ASDAM Operations Pty Ltd completed the acquisition of Quickstep Holdings Limited (ASX:QHL) from a group of shareholders. ASDAM Operations Pty Ltd proposed to acquire Quickstep Holdings Limited (ASX:QHL) from a group of shareholders for AUD 28.7 million on November 6, 2024. A cash consideration valued at AUD 0.4 per share will be paid by ASDAM Operations Pty Ltd. As part of consideration, an undisclosed value is paid towards common equity of Quickstep Holdings Limited. As of December 20, 2024, Quickstep Holdings Limited (ASX:QHL) has entered into a binding Scheme Implementation Deed with ASDAM Operations Pty Ltd (ASDAM), in relation to the proposal for ASDAM to acquire 100% of Quickstep’s issued shares by way of a scheme of arrangement. Under the terms of the Deed, Quickstep shareholders will receive AUD 0.575 for every one Quickstep share held by them at the record date for the Scheme. The Scheme Consideration represents a 195% premium to the closing share price of Quickstep of AUD 0.195 as at November 6, 2024. ASDAM intends to fully fund payment of the aggregate Scheme Consideration using existing cash reserves and the drawdown of existing debt facilities available to it.
Quickstep’s Board of Directors unanimously recommend that shareholders vote in favor of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding and continuing to conclude that the Proposed Transaction is in the best interests of Quickstep shareholders.
The Scheme will be subject to certain customary terms and conditions for a transaction of this nature including (i) Unanimous recommendation by the Quickstep Board in favour of the Scheme, subject to no Superior Proposal emerging and the Independent Expert concluding the Scheme is in the best interests of the Quickstep shareholders; (ii) All necessary approvals, including Quickstep shareholder and court approvals, for implementation of the Scheme are received; (iii) No Quickstep material adverse change occurring; and (iv) Other customary conditions and standard clauses such as, no prescribed occurrences, termination rights and representations and warranties. The Deed contains customary exclusivity provisions, including “no shop”, “no talk”, and “no due diligence” restrictions. A Scheme Meeting for Quickstep shareholders to vote on the Proposed Transaction will take place in the first half of next year. If the Scheme is approved by Quickstep shareholders, and the other conditions precedent are satisfied or waived, Quickstep will apply to the Court for final approval. In accordance with its obligations under the Deed, Quickstep has now terminated all discussions with other parties in relation to an alternative proposal. As of March 12, 2025, Quickstep Holdings Limited (ASX:QHL) refers to its announcement of 5 March 2025 that the Federal Court of Australia had approved the convening of a meeting of Shareholders (Scheme Meeting) and the distribution of the Scheme Booklet in relation to the proposed scheme of arrangement under which ASDAM Operations Pty Ltd (ASDAM) will acquire 100% of the shares in Quickstep. As of April 10, 2025, Quickstep announced that Subject to Quickstep Shareholders approving the Scheme by the requisite majorities at the Scheme Meeting to be held on April 14, 2025, the Federal Court of Australia (Victoria Registry) will hear an application by Quickstep seeking the approval of the Scheme (Second Court Hearing). The Second Court Hearing is scheduled to take place on April 16, 2025 at the Federal Court of Australia. Quickstep Shareholders have the right to appear and be heard at the Second Court Hearing and may oppose the approval of the Scheme at the Second Court Hearing. As of April 14, 2025, the transaction has been approved by shareholders of Quickstep Holdings Limited. As of April 16, 2025, the transaction received approval from Federal Court of Australia.
Gilbert and Tobin acted as legal advisor for ASDAM Operations Pty Ltd. Miles Advisory Partners Pty Ltd. acted as exclusive financial advisor and Maddocks as legal advisor for Quickstep Holdings Limited. Deloitte Corporate Finance Pty Limited acted as financial advisor and Computershare Investor Services Pty Limited acted as registrar to Quickstep Holdings Limited.
ASDAM Operations Pty Ltd completed the acquisition of Quickstep Holdings Limited (ASX:QHL) from a group of shareholders on April 17, 2025. Reported Earnings • Feb 25
First half 2025 earnings released: AU$0.098 loss per share (vs AU$0.032 loss in 1H 2024) First half 2025 results: AU$0.098 loss per share. Revenue: AU$38.0m (down 27% from 1H 2024). Net loss: AU$550.0k (loss narrowed 76% from 1H 2024). New Risk • Nov 07
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Australian stocks, typically moving 30% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (30% average weekly change). Earnings have declined by 63% per year over the past 5 years. Minor Risk Market cap is less than US$100m (AU$27.3m market cap, or US$18.1m).