Image courtesy Nearmap

Nearmap has announced that the requisite majority of its shareholders have approved the takeover bid by US firm Thoma Bravo.

In more formal terms, the scheme of arrangement is with Atlas AU BidCo Pty Ltd (‘Thoma Bravo BidCo’), a wholly‐owned subsidiary of a fund advised by Thoma Bravo L.P. (‘Thoma Bravo’), under which it is proposed that Thoma Bravo BidCo will acquire 100% of shares in Nearmap (the ‘Scheme’).

The Scheme remains subject to a number of conditions as set out in the scheme implementation deed announced to the ASX on 22 August 2022, including:

• the Federal Court of Australia approving the Scheme (at the Second Court Hearing)
• the Independent Expert continuing to conclude that the Scheme is in the best interests of Nearmap shareholders, and
• the satisfaction or waiver of any remaining conditions prior to the Second Court Hearing.

Subject to these conditions being satisfied or waived, implementation of the Scheme is expected to occur on 15 December 2022.

In August 2022, Nearmap’s board unanimously recommended that shareholders accept the $1 billion takeover bid.

“The Board believes the proposed all-cash offer represents attractive value and provides an immediate opportunity for shareholders to realise certain value at a significant premium to the market,” Nearmap’s Chair, Peter James, said at the time.

“The Board has carefully considered the advantages and disadvantages of the proposed Scheme and believes the offer price of $2.10 cash per share provides shareholders with certainty of value today for the potential of our business.

“Nearmap has achieved considerable success to date in Australia and North America and while, in the long-term, there remains potential future growth trajectory, this has to be balanced with the business and market risks that Nearmap shareholders face remaining as a publicly listed independent company.

“It is our view that the Thoma Bravo Scheme will realise attractive and certain value for shareholders in current markets.”