Future Fibre Technologies Limited (FFT), a global provider of fiber optic perimeter intrusion detection systems, has announced it intends to make an off-market takeover bid for all of the shares it does not hold in ASX listed security company MaxSec Group Limited. FFT currently holds 65,000,000 MaxSec shares (or approximately 13.7 percent). The board of MaxSec has indicated it currently intends to recommend the offer, in the absence of a superior proposal.
The proposed acquisition seeks to take advantage of synergies between FFT’s perimeter security solutions and MaxSec’s access control and international valuables logistics offering. Yesterday, FFT announced a strategic investment in MaxSec and its intent to explore further investment opportunities in the leading security business.
Under the terms of the offer, MaxSec shareholders will be offered one FFT share for every four MSP shares.
Importantly, as an all-scrip bid MaxSec shareholders will continue to participate in the future of the merged group.
Maxsec believes that the opportunity to integrate FFT’s perimeter security systems with Maxsec’s access control solutions (BQT Solutions) and international valuables logistics services (AvaGlobal) offers the potential to deliver increased sales through a combined product and services offering, an extended geographical reach and cross selling opportunities to both existing and new customers.
FFT Chairman Terry Winters said, “Bringing FFT and MaxSec together will create increased sales growth opportunities for the combined group as common customer requirements deliver both parties access to a larger share of the total security market through a greater suite of solutions. This proposed merger with MaxSec is in line with FFT’s strategic growth plan, and we believe it offers compelling value for all shareholders.”
Maxsec CEO Geoff Cleaves added, “The proposed merger of MaxSec with FFT is expected to transform two global leaders in the security industry into a significant force, offering diverse technologies and services, more effective selling synergies, operating efficiencies and greater geographic reach.”
The offer will be subject to certain normal conditions (outlined in Annexure A), including a 90 percent minimum acceptance condition.
FFT and MaxSec have entered into a bid implementation agreement which provides the framework for proposing and implementing the offer. The agreement contains exclusivity obligations which apply until the end of the offer period unless the agreement is terminated before that time.
