Basware Oyj agreed to acquire Glantus Holdings PLC (AIM : GLAN) from a group of sellers for £17.1 million on August 14, 2023. Under the terms of the acquisition, Glantus shareholders will be entitled to receive for each Glantus share £0.3342 in cash. The transaction is expected to be implemented by way of scheme of arrangement. The consideration payable to Glantus Scheme Shareholders pursuant to the terms of the Acquisition is to be funded from a combination of a facility provided by Basware's existing lender, Golub Capital LLC, together with Basware's own cash resources and equity investments. The acquirer does not intend to initiate any material headcount changes within the current Glantus organization as a result of the acquisition. The non-executive directors on the board of Glantus will resign from Glantus on the effective date. As of October 10, 2023, the High Court made an order sanctioned the Scheme. The Scheme will become Effective on October 18, 2023.

Basware has received irrevocable undertakings from all of the directors of Glantus, Andrew Frazer, Martin Bolland, Ian Smith, Judith Nelson, Michael Maye, Joe Keating, Gráinne McKeown, and Karl Andersson in respect of approximately 72.34% of the issued share capital of Glantus. The Glantus Board unanimously recommends that Glantus shareholders vote in favour of the acquisition. The acquisition is conditional on, among other things, (i) the approval by the Glantus Shareholders of the scheme meeting resolution; (ii) the approval by the Glantus shareholders of the EGM resolutions; (iii) the sanction of the scheme by the High Court; and (iv) receipt of any necessary regulatory or other approvals. It is anticipated that the scheme will, subject to obtaining any necessary regulatory approvals, be declared effective in the fourth quarter of 2023. As of September 19, 2023, the court hearing is expected to take place on October 10, 20223 and scheme will become effective on October 11, 2023.

Patrick Castle, Tom Knibbs and Lucy Bowden of Shore Capital and Corporate Limited acted as financial advisor of Glantus board. Anton Black, Mitul Manji and Tom Guinness of Rothschild & Co acted as financial advisor to Basware. Maura McLaughlin, Brian O?Gorman, David Molloy, Ed McDonagh and Orlaith Kane of Arthur Cox LLP is acting as legal adviser to Basware and DAC Beachcroft LLP is acting as legal adviser to Glantus.