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Software company advised on multimillion-dollar takeover bid

An Australian financial software provider is being advised on a proposed scheme of arrangement with a Swiss giant.

Firms: Gilbert + Tobin (Rubik Financial); King & Wood Mallesons (Temenos)

Deal: Rubik Financial (Rubik) is being advised on a takeover bid from Swiss software company Temenos.

Value: $68 million (approx.)

Area: M&A

Key players: Corporate advisory partners Adam Laura (pictured) and Tim Gordon led the Gilbert + Tobin team advising Rubik, with assistance from lawyer Lucy Hall. The KWM team advising Temenos was led by partners Ros Anderson and Lee Horan, along with special counsel Andrew Phillipson. Partners Patrick Gunning and Elizabeth Hundt Russell, and senior associates Nick Sinclair and Will Stawell, also supported the transaction. 

Deal significance: Gilbert + Tobin is advising Rubik on its proposed takeover by Swiss software firm Temenos.

Rubik is an ASX-listed financial software provider with clients in Australia, Asia and the Middle East. It has had a relationship with Temenos for a number of years, and the proposed scheme would “create a leading player” in the Australian fintech space, according to a statement from G+T.

If the scheme of arrangement goes ahead, Temenos will acquire 100 per cent of the shares in Rubik at $0.1667 per share. This is a 52 per cent premium on Rubik’s last closing price before the announcement, valuing Rubik’s equity at approximately $68 million, the statement said.

“If implemented, we believe the scheme will have a positive impact for both our existing clients and prospective clients by providing access to the significant resources of Temenos as a market-leading wealth, banking and finance software specialist,” said Rubik CEO Iain Dunstan.

Rubik’s board of directors unanimously recommended that its shareholders vote in favour of the takeover. Its three largest shareholders have already indicated that they will support the scheme, subject to an independent expert advising that the deal is in the company’s best interests and the board maintaining its unanimous endorsement.

“The team at Gilbert + Tobin provided us with the outstanding service and unmatched market knowledge we have come to expect from them. They get the balance between the commerciality and the legals right every time, and they were instrumental in getting this over the line for us,” said Mr Dunstan.

G+T lead partner Adam Laura said, “As a firm we have had a long-standing relationship with Rubik, and we are delighted to be helping them on such a significant transaction.”


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