mitula group board unanimously recommends acquisition ... · mitula group board unanimously...

Mitula Group Limited ACN 604 677 796

ASX / Press Release

9 May 2018

Mitula Group Board Unanimously Recommends Acquisition Proposal By Tokyo Stock Exchange Listed LIFULL Co. Ltd, owner of Trovit

The Mitula Group Limited (“Mitula Group” or “Company”) (ASX: MUA), a leading global classifieds group, has entered into a binding Scheme Implementation Deed (“Deed”) with LIFULL Co. Ltd of Japan (“LIFULL”) (TSE: 2120) to merge the operations of the Mitula Group and Trovit to create a leading global online classifieds and marketplaces group.

Under the Deed, LIFULL will acquire 100 percent of the shares in the Mitula Group by way of a Scheme of Arrangement1 (the “Scheme”) with Mitula Group shareholders receiving 0.0753 LIFULL shares for each Mitula Group share, equating to AUD 0.85 per share2. Shareholders are entitled to receive AUD 0.80 cash consideration per Mitula Group share for their first 20,000 shares.

Key highlights:

• After completion, the Mitula Group and Trovit (a LIFULL subsidiary) will merger to create a significant global player in online classifieds operating in 63 countries with 170 million visits per month giving customers access to more traffic and a greater range of products and services.

• Mitula Group shareholders are being offered shares in LIFULL at a value of AUD 0.85 per share2 representing a premium of 88.9 percent to the closing share price on 8 May 2018. Shareholders are entitled to receive AUD 0.80 cash consideration per Mitula Group share for their first 20,000 shares.

• A share exchange ratio adjustment mechanism has been agreed that protects Mitula Group shareholders from up to 10.7 percent net downward movements in LIFULL shares and the Japanese Yen-Australian Dollar exchange rate prior to scheme completion, but enables Mitula shareholders to retain up to 8 percent of net upward movement prior to Scheme completion.

• LIFULL is a leading player in the Japanese property portal industry with revenue of AUD 390 million and EBITDA of AUD 48 million for the 12 months to 30 September 2017, and a market capitalisation of AUD 1.35 billion as at 8 May 2018.

1 Subject to certain approvals, including from both Mitula and LIFULL shareholders. Refer to Attachment 2 for further detail. 2 Based on a LIFULL 5 day (ending 8 May 2018) VWAP share price of 925 Yen and AUD-JPY exchange rate of 81.9. The final

shares issued are subject to the share exchange ratio adjustment mechanism discussed in this announcement and set out in further detail in Attachment 2.

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• The Board of Mitula Group unanimously recommends that the Company’s shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Mitula Group shareholders.

Mr Simon Baker, Chairman of the Mitula Group, said: “Mitula Group and Trovit have independently developed leading positions in the global online classifieds industry and are a natural fit in terms of strategy, strong management, customers, products, and global footprint.

“Once the transaction is completed, the combined management team will operate a business spanning 63 countries with 170 million visits that will provide customers with a broad range of market leading advertising services.

“The proposal put forward by LIFULL represents a highly attractive premium for the Mitula Group shares as well as allowing shareholders the opportunity to share in the future growth of the combined business by holding LIFULL shares. The Board’s unanimous recommendation is that shareholders vote in favour of the Scheme.”

LIFULL’s President and CEO, Takashi Inoue, said: “We have been very impressed by how the leadership team at Mitula have implemented their ‘Closer to the Transaction’ strategy and delivered strong growth for the business.

“We are excited by the opportunity to bring together the Mitula Group and Trovit to expand our presence in international markets and to create a significant player in the global online classifieds industry.”

Proposed merger of Mitula Group and Trovit operations

The proposed merger of the Mitula Group and Trovit (a fully owned subsidiary of LIFULL) to create a significant player in the global online classifieds industry. The combined business will operate in 63 countries and receive approximately 180 million vists per month.

Once merged, the combined operations will be in a position to offer all customers even more traffic, better technology and access to an innovative range of advertising products and services.

Overview of the Scheme

Under the terms of the Scheme1 Mitula Group shareholders will be entitled to receive either:

• 0.0753 shares in LIFULL for each Mitula Group share (which equates to AUD 0.852 per Mitula Group share); or

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• AUD 0.80 cash consideration for each Mitula Group share for holdings of up to 20,000 Mitula Group Shares with consideration for the balance of the holding being 0.0753 shares in LIFULL for each Mitula Group share (which equates to AUD 0.852 per share).

The share ratios are subject to the share exchange ratio adjustment mechanism described below.

Mitula Group Board unanimously recommends the Scheme

The Board of Mitula Group unanimously recommends that the Company’s shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of Mitula Group shareholders.

In recommending the Scheme, the Board notes that:

• The AUD 0.852 scrip offer price values Mitula Group at approximately AUD 187 million and represents:

o an 88.9 percent premium to Mitula Group’s closing share price of 8 May 2018;

o a multiple of 14.9 times Mitula Group’s EBITDA for the year ended 31 December 2017; and

o a multiple of 34.4 times Mitula Group’s NPAT for the year ended 31 December 2017.

• The AUD 0.80 cash offer price for up to the first 20,000 shares values for each shareholder represents a premium of:

o a 77.8 percent premium to Mitula Group’s closing share price of 8 May 2018;

o a multiple of 13.9 times Mitula Group’s EBITDA for the year ended 31 December 2017; and

o a multiple of 32.4 times Mitula Group’s NPAT for the year ended 31 December 2017.

Share exchange ratio adjustment mechanism

The share consideration under the scheme is subject to a share exchange ratio adjustment mechanism to protect Mitula Group shareholders from any adverse movement of up to 10.7 percent in the AUD price of LIFULL shares prior to completion of the Scheme, while enabling participation in the first 8.0 percent of any upside movement.

Downward protection mechanism

• To the extent there is a net downward movement in the Australian dollar equivalent of the LIFULL share price under the terms of the Scheme, the exchange ratio of LIFULL shares received per Mitula Group share will increase by up to 10.7 percent.

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• The effect of the downward protection mechanism is to maintain the value of the offer at AUD 0.85 for up to 10.7 percent of any downward movement in the Australian dollar equivalent value of the LIFULL share price.

• Any decrease in the Australian dollar equivalent beyond 10.7 percent will result in a reduced value to Mitula Group shareholders.

Upward participation mechanism

• There will be no adjustment to the share exchange ratio of LIFULL shares received per Mitula Group share for the first 8 percent of any net upward movement in the Australian dollar equivalent of the LIFULL share price.

• If the Australian dollar equivalent of the LIFULL share price increases by more than 8 percent, the exchange ratio will be adjusted downwards, such that the maximum Australian dollar value of the offer is capped at AUD 0.918.

Any adjustment under the share exchange ratio adjustment mechnism will be determined by movement in both the LIFULL share price and the Japanese Yen-Australian Dollar exchange rate at the date of the Deed and the 10 day VWAP in the period up to and including the Record Date being the third business day following the second Court approval of the Scheme.

Refer to Attachment 1 for further detail.

LIFULL summary profile

LIFULL was established in 1997 by Founder and CEO, Takashi Inoue and is now a leading player in the Japanese property portal industry. The company operates the homes.co.jp site with over 6 million listings. LIFULL also owns and operates Trovit, a vertical search competitor of Mitula and based in Barcelona, Spain.

For the 12 months to 30 September 2017, LIFULL had revenues of JPY 32.1 billion (AUD 390 million) and an EBITDA profit of JPY 3.9 billion (AUD 48 million). LIFULL is listed on the Tokyo Stock Exchange and has a market cap of approximately JPY 119 billion (AUD 1.35 billion).

Scheme Implementation Deed

The offer will be made pursuant to a Scheme with further details to be included in the notice of meeting that will be sent to shareholders to convene a meeting at which shareholders will be asked to consider the proposal.

At that Scheme meeting, expected to be held in August 2018, Mitula Group shareholders will have the opportunity to vote on the Scheme. The Scheme remains subject to other certain terms and conditions including Supreme Court approval, the LIFULL shareholders meeting to approve the issue of LIFULL shares to Mitula Group shareholders and the Independent Expert concluding that the Scheme is in the best interests of Mitula Group shareholders.

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LIFULL intends to hold its meeting of shareholders to approve the issue of LIFULL shares to Mitula Group shareholders on 28 June 2018 and LIFULL’s board of directors intend to recommend that LIFULL shareholders vote in favour of the resolution at the meeting. President and CEO, Takashi Inoue, who controls 34.9 percent of the total shares outstanding of LIFULL has informed Mitula Group that he intends to vote all these shares in favour of the resolution

The Deed contains certain standard “deal protections” in favour of LIFULL that are customary for a transaction of this nature, including no-shop, no-talk, notification and matching right obligations (subject, in the case of the no-talk and notification right obligations, to standard fiduciary carve-outs). A break fee of AUD 1.8m (exclusive of GST) is payable by Mitula Group in certain limited circumstances and a break fee of AUD 1.8m to AUD 2.7m (exclusive of GST) is payable by LIFULL in certain circumstances.

A full copy of the Deed, is included as Attachment 2 to this announcement.

Indicative timetable and next steps

Mitula Group shareholders do not need to take any action at the present time.

Mitula Group is preparing an Explanatory Booklet which will contain information relating to the Scheme, including the reasons for the Directors’ recommendation and details of the Scheme Meeting.

The Explanatory Booklet will also include include:

• the Independent Expert’s Report on whether the Scheme is in the best interests of Mitula Group shareholders; and

• a guide on the alternatives available to Mitula Group shareholders who receive LIFULL shares under the Scheme to either hold and/or sell the shares.

The Explanatory Booklet is expected to be sent to Mitula Group shareholders in July 2018.

It is currently anticipated that Mitula Group shareholders will be given the opportunity to vote on the Scheme at a Scheme Meeting expected to be held in August 2018, and the Scheme is expected to be implemented in September 2018.

These dates are indicative and subject to change.

Stratford Advisory Group is acting as financial adviser and Herbert Smith Freehills as legal adviser to Mitula.

Grant Samuel is acting as financial adviser and Baker Mckenzie as legal adviser to LIFULL.

ENDS

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About the Mitula Group

The Mitula Group was founded in 2009 and is a leading digital classifieds group operating vertical search, portals, and transaction based sites:

• It operates 110 vertical search sites across property, employment, motoring and fashion in 54 different countries and 21 different languages. These sites operate under the Mitula, Fashiola, Kleding.nl, Nestoria and Nuroa brands; and

• It operates 10 property portals in 9 South East Asian countries under the DotProperty and Thailand-property brands.

The Mitula Group generated a record 83 million visits in April 2018 to its network of vertical search and portal sites.

The Mitula Group monetises visits to these sites through a range of products and services including:

• Clicks based revenues: Google AdSense and cost-per-click sales;

• Advertising based revenues: display advertising, listing sales (on portals), native ads and other advertising products; and

• Transaction based revenues: cost-per-acquisition, cost-per-lead and commission sharing products.

The Mitula Group customers include portals (property, employment, and motoring), online fashion stores, general classified sites, real estate agents, developers and general display advertisers.

The Company listed on the Australian Securities Exchange (“ASX”) on 1 July 2015 and trades under the ASX code MUA.

Further information

Simon Baker Chairman - Mitula Group [email protected]

Gonzalo Del Pozo CEO - Mitula Group [email protected]

Tim Antonie Principal - Stratford Advisory +61 411 268 217

David Petrie Principal - Stratford Advisory +61 402 065 270

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Attachment 1

Share exchange ratio adjustment mechanism

Table 1 demonstrates the impact of the share exchange ratio adjustment mechanism on the value of scrip received by Mitula Group shareholders for theoretical movements in the LIFULL share price and Japanese Yen Australian Dollar exchange rate.

Table 1: Value of Scrip for illustrative Final LIFULL Share price (AUD equivalent) Final LIFULL share price3

(AUD equivalent) Change from Initial4

LIFULL Share Price (AUD equivalent)

Scrip Exchange Ratio Value of Bidder Scrip (AUD) per Mitula share

12.42 10.0% 0.0739 0.918 12.19 8.0% 0.0753 0.918 11.85 5.0% 0.0753 0.893 11.29 0.0% 0.0753 0.850 10.73 -5.0% 0.0793 0.850 10.085 -10.7% 0.0843 0.850 9.605 -15.0% 0.0843 0.809

Chart 1 graphically demonstrates the implied value in AUD equivalent that Mitula Group shareholders will receive for each Mitula Group share.

Chart 1: Value of Bidder Scrip for illustrative Final Bidder Share price (A$ equivalent)

3 10 day VWAP (in Australian dollars) in the period up to and including the Record Date being the third business day

following the second court approval of the Scheme. 4 Initial LIFULL share price (AUD equivalent) of AUD $11.29. 5 Subject to a maximum additional issuance of LIFULL shares of 12%. Refer Attachement 2 for further details.

Share Exchange Ratio Adjustment Mechanism

Value of Bidder Scrip (A$) per Mitula share

Exchange ratio adjusts upward for up to first 10.7%1 of any downside movement in LIFULL A$ value to

maintain bid value at A$ 0.85

A$0.918

A$0.85

Exchange ratio adjusts downwards for upside movement in LIFULL A$ value beyond 8%,

capping bid value at $ 0.918

Movement in Final LIFULL share price (A$ equivalent)

-10.7% 0% +8%

1. Subject to a maximum additional issuance of LIFULL shares of 12%. Refer to Attachment 1 for further details.Attachment 2

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mitula group board unanimously recommends acquisition ... · mitula group board unanimously...

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