Can you provide an update on Altium Limited (Altium)?
On 15 February 2024, Altium announced that it had entered into a Scheme Implementation Agreement with Renesas Electronics Corporation (Renesas), under which an indirect wholly-owned subsidiary of Renesas, Renesas Electronics NSW Pty Ltd (Renesas BidCo), will acquire all of the issued shares in Altium (Altium Shares) by way of a scheme of arrangement (Scheme) for cash consideration of A$68.50 per Altium Share, less any dividends declared or paid prior by Altium prior to the Scheme being implemented.
The Altium Board of Directors unanimously recommend that Altium Shareholders vote in favour of the Scheme in the absence of a Superior Proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Altium Shareholders. 1
The Independent Expert has concluded that the Scheme is fair and reasonable and therefore is in the best interests of Altium Shareholders, in the absence of a Superior Proposal.
Further details of the Scheme are included in the Scheme Booklet available on the Altium website at Altium / Renesas Scheme Implementation Agreement | Altium.
What is a ‘Scheme of Arrangement’?
A ‘Scheme of Arrangement’ is a statutory procedure under the Corporations Act 2001 (Cth) that can be used to enable one company to acquire another company. It requires a vote in favour of the resolution to approve the Scheme by a Requisite Majority of Altium Shareholders at the Scheme Meeting of Altium Shareholders, and Court approval.
The ‘requisite majority’ in relation to the resolution to approve the Scheme means a resolution passed by:
a majority in number (more than 50%) of those Altium Shareholders who are present and voting at the Scheme Meeting either in person or online, or by proxy, attorney or, in the case of corporate Shareholders, by a corporate representative ; and
at least 75% of the votes cast on the resolution contained in the Notice of Scheme Meeting by Altium Shareholders present and voting at the Scheme Meeting (either in person or online, or by proxy, attorney or, in the case of corporate shareholders, by corporate representative).
The vote will be conducted by poll rather than by a show of hands.
The Scheme is a scheme of arrangement between Altium and Scheme Participants. If the Scheme becomes Effective, Renesas BidCo will acquire all Altium Shares and Altium will become a wholly-owned Subsidiary of Renesas BidCo. Following implementation of the Scheme, Altium will be delisted from the ASX.
What is the Scheme Consideration?
If the Scheme is implemented, Altium Shareholders will receive A$68.50 per share in cash for each Altium Share held (Scheme Consideration), less any dividends declared or paid prior by Altium prior to the Scheme being implemented. The Scheme Consideration implies an equity value of approximately A$9.1 billion and enterprise value (EV) of A$8.8 billion for Altium. The Scheme Consideration represents:
an EV/Revenue multiple of approximately 22x Altium’s historical revenue for the financial year ending 30 June 2023 and an EV/Underlying EBITDA multiple of approximately 60x Altium’s historical Underlying EBITDA for the financial year ending 30 June 2023;
a 34% premium to Altium’s closing share price of A$51.26 per share on 14 February 2024 (being the last trading day prior to announcement of the Scheme);
a 39% premium to Altium’s 1-month volume-weighted average price (VWAP) per share of A$49.43 prior to the announcement of the Scheme;
a 46% premium to Altium’s 3-month VWAP per share of A$47.07 prior to the announcement of the Scheme; and
a 31% premium to Altium’s pre-announcement all-time high closing share price of A$52.34 per share on 12 February 2024 (being the highest closing price prior to announcement of the Scheme); and
- a 2% premium to Altium’s closing share price of A$66.83 per share on 30 May 2024 (being the Last Practicable Date).
The Altium Directors unanimously agree that the Scheme Consideration represents attractive and certain value for Altium Shareholders. It is a strong endorsement of the Altium strategy and performance over many years.
The Scheme Consideration will only be paid if the Scheme is approved and implemented, as set out in further detail in the Scheme Booklet available on the Altium website at Altium / Renesas Scheme Implementation Agreement | Altium.
When and where will the Scheme Meeting be held?
The Scheme Meeting will be held at Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 on 12 July 2024, commencing at 9.00am (Sydney time).
When will the result of the Scheme Meeting be known?
The result of the Scheme Meeting will be available shortly after the conclusion of the Scheme Meeting and will be announced to the ASX once available.
If the proposed Scheme proceeds, what will be the effect?
If the Scheme is approved and implemented, Renesas BidCo will acquire all Altium Shares on issue. It is intended that quotation of Altium Shares on the ASX will then be terminated and Altium will be removed from the official list of the ASX, currently expected to be [2 August 2024].
When will I receive my consideration payout?
If you hold Altium Shares on the Record Date, you will be paid A$68.50 per Altium Share, less any dividends declared or paid prior by Altium prior to the Scheme being implemented, on the Implementation Date (currently expected to be 1 August 2024).
The scheme booklet says consideration will be paid in AUD, I live overseas/in NZ, how will I receive payment?
Payment of the Scheme Consideration will be made in Australian currency to each Scheme Participant by:
• electronic funds transfer on the Implementation Date to the Scheme Participant’s validly nominated bank account as shown on the Register as at the Record Date; or
• cheque, if a Scheme Participant has not nominated a bank account, sent by pre-paid ordinary post to that Scheme Participant’s registered address as shown on the Register at the Record Date (or, if the address of the Scheme Participant in the Register is outside Australia, by pre-paid airmail post).
If you have not nominated a bank account with Altium’s Share Registry, you are encouraged to update your details ahead of the Record Date. The Scheme -Consideration is only payable in Australian currency.
What do I need to do?
Shareholders should read the Scheme Booklet carefully and in its entirety and then vote by attending the Scheme Meeting or by appointing a proxy, attorney or, in the case of corporate shareholders, a corporate representative to vote on your behalf.
How do I vote?
You (or your attorney, or, if you are a body corporate, your duly appointed corporate representative) may vote:
(a) in person by attending the Scheme Meeting at Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 on 12 July 2024 commencing at 9.00am (Sydney time);
(b) by proxy by completing and submitting the proxy form for the Scheme Meeting (which accompanies the Scheme Booklet) in accordance with the instructions set out on the form. To be valid, your proxy form must be received by the Altium Share Registry by 9.00am (Sydney time) on 10 July 2024.
If you are unable to attend the Scheme Meeting, you are able to vote by proxy, by following the instructions contained in the Notice of Scheme Meeting at Annexure D of the Scheme Booklet and completing the proxy form that accompanies the Scheme Booklet. Completed proxy forms, together with any power of attorney or corporate representative
appointment, or a certified copy of it, under which the proxy form is signed, must be received no later than 9.00am (Sydney time) on 10 July 2024 (48 hours prior to commencement of the Scheme Meeting). Proxy forms received after this time will be invalid.
Full details of how to vote and how to lodge a proxy form, corporate representative appointment or power of attorney are set out in the Notice of Scheme Meeting at Annexure D of the Scheme Booklet availableon the Altium website at Altium / Renesas Scheme Implementation Agreement | Altium.
How do I update my personal details?
You can update your personal details via Altium’s registry provider Computershare at www.investorvote.com.au.
Or call 1300 850 505 (if calling within Australia) and +61 3 9415 5000 (if calling outside Australia)
Where can I find more information?
You should carefully read the Scheme Booklet available on the Altium website at Altium / Renesas Scheme Implementation Agreement | Altium in full before making any decision in relation to the Scheme.
Altium has established the Altium Shareholder Information Line which you should call if you have any questions or require further information. The telephone number is 1300 103 401 (within Australia) and +61 2 9066 4063 (outside Australia). The Altium Shareholder Information Line is open between Monday and Friday (excluding public holidays) from 8.30am to 5.30pm (Sydney time).
If you are in doubt as to what you should do, you should consult your broker or financial, taxation, legal or other professional adviser before making any decision in relation to the Scheme.
If there any issues connecting to the Scheme Booklet via the hyperlink, please cut and paste the URL https://www.altium.com/company/investor-relations/investor-center/scheme into any browser.
