The acquisition is conditional upon Procurri's shareholders holding three-fourths (or 75%) the value of the shares voting at the scheme meeting, regulatory approvals, the court order as well as the lodgement of the court order with the Accounting and Corporate Regulatory Authority (ACRA).
The date of the scheme meeting will come with the release of the scheme document, while the grant of the scheme court order will be sought after the meeting. The court order is targeted to be lodged with ACRA on or around 10 business days after the order is granted.
There should also be "no material adverse effect" between the implementation agreement signed on April 28 and the date of the lodgement.
According to Procurri and Exeo Global Asset Holdings, the scheme is a "compelling opportunity" for shareholders to realise their investment at an "attractive premium" over Procurri's historical market prices without incurring brokerage or trading costs.
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The offer price represents a premium of 77.8% to Procurri's last-traded price on April 25 and represents a premium of 77.8%, 74.4%, 75.8% and 75.3% over the volume-weighted average price (VWAP) per share for the one-, three-, six-, nine and 12-month periods respectively. Trading liquidity of shares in Procurri has also been low.
Fumitoshi Imaizumi, the chairman and non-executive and non-independent director of Procurri's board, is also the director of Exeo Global Asset Holdings.
Shares in Procurri last traded at 18 cents per share when the company called for a trading halt on April 25 after market close.
