Topicus.com Inc. Announces a Revised Proposal to Acquire ReadyTech

TORONTO, May 31, 2026 (GLOBE NEWSWIRE) -- Topicus.com Inc. (TSXV: TOI), acting through its subsidiary TSS Europe B.V. (“TSS”), today submitted a revised non-binding indicative proposal to acquire ReadyTech Holdings Limited (ASX: RDY) (“ReadyTech”) by way of a scheme of arrangement for cash consideration of $2.00 per share (the “Scheme Consideration”), or in the alternative, an off-market takeover bid with a 50.1% minimum acceptance condition at a cash consideration of $1.75 per share (the "Takeover Consideration") (together, the "Revised Proposal")¹. All references herein to currency are in Australian dollars.

The Revised Proposal constitutes a variation to the original non-binding indicative offer tabled with the ReadyTech Board on the evening of Friday 29 May, 2026 (which was only for an off-market takeover at a cash consideration of $1.75 per share with a 50.1% minimum acceptance condition) and responds to feedback received from the ReadyTech Board regarding preferred offer structure and price in discussions over the weekend.

Under the Revised Proposal, subject to the conditions outlined below, the off-market takeover offer is proposed to be made simultaneously with the scheme of arrangement and would be conditional on the scheme not proceeding as a result of the scheme resolution failing to obtain the requisite approval of ReadyTech shareholders.

The Revised Proposal offers the optionality to ReadyTech’s shareholders for greater individual autonomy in opting to pursue liquidity at a certain valuation, whilst representing a compelling premium.

The Scheme Consideration of $2.00 per share represents:

• a 49.3% premium to ReadyTech’s closing share price of $1.34 on May 29, 2026, being the last trading day prior to the submission of this Revised Proposal;
• a 47.5% premium to ReadyTech’s one-month VWAP of $1.36;
• a 58.9% premium to ReadyTech’s three-month VWAP of $1.26; and
• a 57.5% premium to the VWAP of ReadyTech’s share price since 26 February, 2026, the date on which ReadyTech released its FY26 half year results.
  
  

The Takeover Consideration of $1.75 per share represents:

• a 30.6% premium to ReadyTech’s closing share price of $1.34 on May 29, 2026, being the last trading day prior to the submission of the Revised Proposal;
• a 29.1% premium to ReadyTech’s one-month VWAP of $1.36;
• a 39.0% premium to ReadyTech’s three-month VWAP of $1.26; and
• a 37.9% premium to the VWAP of ReadyTech’s share price since 26 February, 2026, the date on which ReadyTech released its FY26 half year results.

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