Ascend’s Binding Offer to Purchase Bump 50:50 From Sportech PLC for 25% Above Announced Transaction
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NEW YORK--(BUSINESS WIRE)-- Ascend Fundraising Solutions (“Ascend”) announced that on February 1, 2021 it submitted a binding offer (“Binding Offer”) to acquire Bump 50:50 (“Bump”), a wholly owned subsidiary of Sportech PLC (“Sportech”). The Binding Offer requires no further diligence, financing or regulatory conditions prior to entering into a definitive agreement.
Our Binding Offer includes:
- Total consideration of C$12.5m for Bump 50:50. This represents 25% more total consideration than Sportech is to receive under the announced Canadian Banknote (“CBN”) conditional agreement to purchase Bump (“CBN Agreement”);
- Consideration at closing of C$10.7 million. This represents 34% more upfront than Sportech would receive upon closing the CBN Agreement;
- Unlike the CBN Agreement, there would be no earn-out or performance provisions for Sportech to receive its full consideration;
- An additional reimbursement to Sportech of any termination fee owed for up to 3% of the purchase price under the CBN Agreement; and
- A deposit payable to Sportech of C$2 million upon signing of a Bump purchase agreement.
We are unaware of the termination language in the CBN Agreement, but Sportech’s board approved a conditional agreement knowing of our serious interest to acquire Bump at a higher price with no performance earn-out risk. Ascend sought to engage with the Board of Sportech on multiple occasions since January 4th, including our letter seeking to acquire Bump on January 25th, 2021 for C$10.7 million.
After submitting today’s Binding Offer, not only did Sportech’s CEO Richard McGuire or Board fail to engage, but this afternoon we received an email from Sportech’s legal counsel instructing us not to issue any kind of release associated with Sportech or Bump. In fact, Sportech’s legal counsel noted the CBN Agreement is “binding” when the RNS release stated it was “conditional.”
Sportech has taken the curious step of trying to suppress shareholders from knowing about, what by every financial metric, is an undeniably superior proposal. It is strikingly odd governance that Sportech would issue a “cease and desist” warning to its own financial detriment. If Sportech shareholders wish to accept a lower price, we believe they should know their Board flatly rejected an offer that was at a 25% premium without performance requirements. Now they do.
At no point was Ascend contacted prior to commencement of serious discussions with CBN. Ascend had previously made offers for Bump dating back to November 2017.
The Binding Offer is subject to minimal conditions that include:
- Identical covenants, representations and warranties as under the CBN Agreement; and
- Sportech represents there are no non-customary payments owed upon a sale of Bump to Ascend.
Ascend currently has no agreements with Sportech PLC, including a standstill, confidentiality or otherwise.
About Ascend FS
Ascend Fundraising Solutions (FS), is a fast-growing software technology company that is the industry leader in data driven charitable fundraising solutions, including raffle and sports betting systems. With offices in New York, Toronto and the UK, we deliver our products to over 500 clients. Since its inception, Ascend’s platform has assisted non-profit organizations raise over $700 million.
Chief Executive Officer
Source: Ascend Fundraising Solutions
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