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Information Regarding Thoma Bravo Proposal

Frequently Asked Questions

Frequently Asked Questions About Proposed Acquisition

  • What is happening?

    As announced on Mon 15 Aug, Nearmap received an initial proposal from Thoma Bravo on 6 July 2022, where the Nearmap Board determined the proposal to be credible and sufficient to grant non-exclusive due diligence access to Thoma Bravo. As due diligence progressed, Nearmap granted exclusivity to Thoma Bravo for a period of 7 days from Mon 15 Aug to explore whether a definitive transaction could be agreed.

    In the period prior to and after the receipt of the proposal from Thoma Bravo, the Board engaged in a robust review process with the assistance of financial and legal advisors. This included an evaluation of Nearmap’s strategic plan as an independent company and other strategic alternatives. The Board also considered a number of other non-binding expressions of interests, none of which were considered by the Board to be in the best interests of Nearmap Shareholders.

    On 22 Aug 2022, Nearmap announced it had entered into a Scheme Implementation Deed under which it has agreed with Thoma Bravo to propose the Scheme, which if implemented will result in Thoma Bravo acquiring all Nearmap Shares. The Scheme is subject to the satisfaction of a number of conditions including Nearmap Shareholder and Court approval.

  • What is the offer?

    If the Scheme is approved and implemented, Nearmap Shareholders will receive cash consideration of $2.10 for every Nearmap Share.

    The Scheme Consideration implies a fully diluted Equity Valuation of approximately $1,055 million for Nearmap and represents:

    •  - an 83% premium to Nearmap’s closing price of $1.15 on Tuesday 5 July 2022, being the day prior to receipt of an initial proposal from Thoma Bravo;
    •  - a 67% premium to Nearmap’s 6-month volume weighted average price (VWAP) of $1.26 to Friday 12 August 2022, being the last trading day prior to announcement of the Thoma Bravo proposal; and
    •  - a 39% premium to Nearmap’s closing price of $1.51 on Friday 12 August 2022, being the last trading day prior to the announcement of the Thoma Bravo proposal.
  • What is a Scheme?

    A Scheme of Arrangement is a procedure under Part 5.1 of the Corporations Act that allows a company to reconstruct its capital, assets or liabilities with the approval of its shareholders and the Court.

    In the context of Nearmap, the Scheme is a proposed acquisition by Thoma Bravo of Nearmap to be implemented by way of a scheme of arrangement under Part 5.1 of the Corporations Act between Nearmap and Nearmap Shareholders under which, if implemented, all of the Nearmap Shares held by Scheme Shareholders will be transferred to Thoma Bravo for $2.10 cash consideration for every Nearmap Share.

    For the Scheme to proceed, the resolutions at the Scheme meeting must be approved by at least 75% of all votes cast by Nearmap Shareholders (in person or by proxy, attorney or corporate representative). The Scheme must also be approved by a majority in number of all Nearmap Shareholders present and voting (in person or by proxy, attorney or corporate representative) at the Scheme meeting, sometimes referred to as the ‘headcount’ test.

    The Scheme also requires the approval of the Court.

  • What should I do?

    Nearmap Shareholders do not need to take any action at this time and before the Scheme booklet becomes available.

    The Scheme booklet containing information relating to the Scheme, reasons for the Nearmap directors’ unanimous recommendation, an Independent Expert’s Report and details of the Scheme meeting is expected to be sent to Nearmap Shareholders during October 2022. We encourage you to read the Scheme Booklet in full when it is available, as it will include important information about the Scheme and the timetable, including the voting process.

    Nearmap Shareholders will then have the opportunity to vote on the Scheme at a Court convened shareholder meeting, expected to be held during November 2022.

    Subject to Nearmap Shareholder approval being obtained by the requisite majorities and the other conditions of the Scheme being satisfied, the Scheme is expected to be implemented by late November 2022.

  • What do the Directors recommend?

    Your Directors have carefully considered the advantages and disadvantages of the Scheme and unanimously recommend that you vote in favour of the Scheme, in the absence of a Superior Proposal (as defined in the Scheme Implementation Deed) and subject to the Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of Nearmap Shareholders.

    Subject to the same qualifications, each Director of Nearmap, intends to vote, or cause to be voted, all Nearmap Shares held or controlled by them in favour of the Scheme.

  • Why have the Directors made the recommendation?

    The reasons for the unanimous recommendation of your Directors will be set out in full in the Scheme booklet expected to be dispatched to Nearmap Shareholders in October. The Scheme booklet will also include an Independent Expert’s Report and details of the Scheme meeting and is intended to assist Nearmap Shareholders in making a decision on how to vote in relation to the Scheme. We encourage you to read the Scheme Booklet in full when it is available, as it will include important information about the Scheme and the timetable, including the voting process.

  • Do I have to vote?

    No, voting is not compulsory. However, your vote is important. If you cannot attend the Scheme Meeting, you should appoint a proxy to vote on your behalf.

  • What will I receive?

    A Scheme booklet containing information relating to the Scheme, reasons for the Nearmap directors’ unanimous recommendation, an Independent Expert’s Report and details of the Scheme meeting is expected to be sent to Nearmap Shareholders in October 2022.

    If the Scheme is approved and implemented, Nearmap Shareholders at the applicable record date, will receive cash consideration of $2.10 for every Nearmap Share.

  • Can I sell my shares now?

    Yes, you can sell your Nearmap Shares on market at any time prior to the implementation of the Scheme (which, subject to Nearmap Shareholder approval being obtained and other conditions of the Scheme being satisfied, is expected to be implemented by late November 2022).

  • What if a competing or superior proposal emerges?

    No competing proposal has emerged since the announcement of Thoma Bravo’s proposal on 15 August 2022.

    The Nearmap Board is permitted to respond to any competing proposal should the Nearmap Board determine in good faith (after receiving financial and legal advice) that the competing proposal is or may reasonably be expected to lead to a Superior Proposal (as defined in the Scheme Implementation Deed) and (after receiving legal advice) that a failure to respond would constitute or would be reasonably likely to constitute a breach of director’s duties.

    If a competing proposal emerges, the Nearmap Board will carefully consider the proposal to determine whether it is a Superior Proposal.

    Nearmap will keep you informed of any material developments by announcement to ASX.

  • Who is Thoma Bravo?

    Atlas AU BidCo Pty Ltd (ACN 661 798 465) (Thoma Bravo Bidco) is an Australian proprietary company limited by shares that is proposing to acquire all of the Nearmap Shares under the Scheme. Thoma Bravo Bidco is an indirect wholly-owned subsidiary of funds advised by Thoma Bravo L.P. (Thoma Bravo)

    Thoma Bravo is one of the largest private equity firms in the world, with more than US$114 billion in assets under management as of 31 March 2022. Thoma Bravo invests in growth-orientated, innovative companies operating in the software and technology sectors.