Perth-based services provider ASG Group has received a $350 million takeover offer from Nomura Research Institute (NRI), a Japanese giant focused on IT consulting.
Subject to shareholder and regulatory approval, NRI stands to acquire 100 per cent shares in the company, at $1.63 cash per share.
Listed on the Tokyo Stock Exchange with a market capitalisation of $10.2 billion, NRI employs approximately 10,000 staff with operations spanning Asia, Europe and North America.
ASG has formed an IBC to assess the proposal, comprising of non-executive directors, Ian Campbell - chairman of ASG - Steve Johnston and Grant Pestell.
Campbell said NRI’s offer was “compelling” and provides shareholders with the opportunity to realise “immediate value for their investment” at a “significant premium” to current trading levels.
“After careful consideration, the IBC unanimously recommends that shareholders vote in favour of the scheme,” Campbell said.
“This is a compelling offer that gives ASG shareholders the opportunity to realise immediate value for their investment.
“Balancing all factors, including the inherent risks and volatility in commercial markets, we believe based on current circumstances outlined in this announcement that shareholders should support the proposal and vote in favour of the scheme.”
On current expectations, Campbell said ASG shareholders will vote on the scheme in mid-December.
“These capabilities and experience will broaden and deepen ASG’s offering to our customer base,” he added.
“It will also bring new professional opportunities for our staff or almost 1,000 people given NRI’s ambitions to grow the ASG business.”
NRI CEO, Shingo Konomoto, said the acquisition of ASG allows the company to expand its offerings in terms of products, services and geography.
“We believe that under NRI’s ownership ASG can continue to grow as a major competitive force in the Australian market,” he said.
“NRI also holds strong ambitions of taking ASG’s ‘New World’ service offering into new international markets.”
Specialising in management and consulting services, big data, analytics and cloud, the company recently celebrated 20 years of service in the Australian market, following its creation in Perth in 1996.
With Amazon Web Services, Microsoft, Hewlett Packard Enterprise, SAP and Oracle as vendor partners, ASG listed on the ASX through the acquisition of eSec Limited in 2003, rapidly growing its national footprint within consulting, professional and managed services.
Continuing the acquisition trend, the company bought Assist, an Oracle solutions and services company in late 2003, followed by the acquisition of Canberra-based government services integrator Exceed Systems Integration in 2004 and the purchase of Vindaloo Systems, another Oracle and managed services business, in 2005.
Through this time, ASG secured a number of blue chip corporate and government customers, including Alinta, the WA Government, Iluka Resources and Qantas.
More acquisitions followed from 2008, with the addition of services group A-DB Systems, SAP provider Progress Pacific, business analytics firm Capiotech and consulting firm Dowling Consulting.
In 2010, ASG was among the first to bring cloud-based managed services to the Australian market, the start of a wave of enhancements that led to the development of the company’s ‘New World’ service capability.
ASG’s early adoption of New World allowed the company to compete with multi-national giants in the Australian market, securing long-term contracts from major corporate and government customers.
Currently, such customer include CIMIC, ANZ, Broadspectrum, QBE, the Federal departments of Communications and Finance, WA Health Department and the Victorian Education Department.