TORONTO, May 31, 2026 (GLOBE NEWSWIRE) -- Topicus.com Inc. (TSXV: TOI), acting through its subsidiary TSS Europe B.V. ("TSS"), today submitted a revised non-binding indicative proposal to acquire ReadyTech Holdings Limited (ASX: RDY) ("ReadyTech") by way of a scheme of arrangement for cash consideration of $2.00 per share (the "Scheme Consideration"), or in the alternative, an off-market takeover bid with a 50.1% minimum acceptance condition at a cash consideration of $1.75 per share (the "Takeover Consideration") (together, the "Revised Proposal")1. All references herein to currency are in Australian dollars.
The Revised Proposal constitutes a variation to the original non-binding indicative offer tabled with the ReadyTech Board on the evening of Friday 29 May, 2026 (which was only for an off-market takeover at a cash consideration of $1.75 per share with a 50.1% minimum acceptance condition) and responds to feedback received from the ReadyTech Board regarding preferred offer structure and price in discussions over the weekend.
Under the Revised Proposal, subject to the conditions outlined below, the off-market takeover offer is proposed to be made simultaneously with the scheme of arrangement and would be conditional on the scheme not proceeding as a result of the scheme resolution failing to obtain the requisite approval of ReadyTech shareholders.
The Revised Proposal offers the optionality to ReadyTech's shareholders for greater individual autonomy in opting to pursue liquidity at a certain valuation, whilst representing a compelling premium.
The Scheme Consideration of $2.00 per share represents:
- a 49.3% premium to ReadyTech's closing share price of $1.34 on May 29, 2026, being the last trading day prior to the submission of this Revised Proposal;
- a 47.5% premium to ReadyTech's one-month VWAP of $1.36;
- a 58.9% premium to ReadyTech's three-month VWAP of $1.26; and
- a 57.5% premium to the VWAP of ReadyTech's share price since 26 February, 2026, the date on which ReadyTech released its FY26 half year results.
The Takeover Consideration of $1.75 per share represents:
- a 30.6% premium to ReadyTech's closing share price of $1.34 on May 29, 2026, being the last trading day prior to the submission of the Revised Proposal;
- a 29.1% premium to ReadyTech's one-month VWAP of $1.36;
- a 39.0% premium to ReadyTech's three-month VWAP of $1.26; and
- a 37.9% premium to the VWAP of ReadyTech's share price since 26 February, 2026, the date on which ReadyTech released its FY26 half year results.
TSS would like to progress the Revised Proposal on a recommended basis to deliver a superior outcome for all ReadyTech shareholders. TSS is committed to working with the ReadyTech Board toward that end.
The Revised Proposal is non-binding and is subject to a number of conditions including:
- completion of satisfactory confirmatory due diligence by TSS;
- the positive recommendation of ReadyTech's Board of Directors (or a committee of directors formed to consider the Revised Proposal);
- approval of the Board of Directors of Topicus.com Inc.;
- any regulatory or government approvals required; and
- execution of a Confidentiality Process and Exclusivity Deed.
TSS looks forward to the ReadyTech Board's response.
The Revised Proposal and any announcements or filings in connection with this document are not, and cannot be considered to be, a notification or a public announcement of an intention to make a takeover offer pursuant to section 631 of the Corporations Act 2001 (Cth).
TSS has retained Rothschild & Co as financial adviser, Allens as legal adviser, and New World Communications as communications adviser.
For questions related to the Revised Proposal, contact:
Justin Clark, New World Communications - 0429 361 117
Email: justin@newworldrm.com
For all other information related to Topicus, contact:
Topicus.com Inc.
Jamal Baksh, Chief Financial Officer
416-861-9677
Email: jbaksh@csisoftware.com
www.topicus.com
About Topicus.com Inc.
TSS Europe B.V. (TSS) is a subsidiary of Topicus.com Inc., listed on the TSX Venture Exchange (TSXV: TOI), a leading provider of vertical market software and vertical market platforms to clients in public and private sector markets. Operating and investing in countries and markets across the world with long-term growth potential, Topicus.com Inc. acquires, builds and manages leading software companies providing specialized, mission-critical and high-impact software solutions that address the particular needs of customers.
Topicus.com comprises more than 215 business units across more than 40 vertical markets, with operations in 35 European countries as well as the US and Asia.
Forward Looking Statements
Certain statements herein may be "forward looking" statements that involve known and unknown risks, uncertainties and other factors that may cause the actual events to be materially different from any future events expressed or implied by such forward -looking statements. Words such as "may", "will", "expect", "believe", "plan", "intend", "should", "anticipate", "would", "propose" and other similar terminology are intended to identify forward looking statements. Forward looking statements in this press release include, but are not limited to, statements regarding the Revised Proposal, including satisfaction of the conditions to the Revised Proposal, the making of an off-market takeover bid or scheme of arrangement, and outcomes of the Revised Proposal. Any forward looking statements reflect current assumptions and expectations regarding future events and are made as of the date hereof and Topicus.com Inc. assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Note 1: The Revised Proposal assumes the issued share capital of ReadyTech comprises 123,564,107 ordinary shares outstanding and all other ReadyTech securities (comprising 3,118,329 performance rights on issue as of 16 December 2025) remain unvested and lapse. Other assumptions and terms of the Revised Proposal have been outlined in full in the Non-Binding Indicative Offers provided to ReadyTech
