{"success":true,"data":{"pressRelease":{"id":"50124","rtpr_id":"nGNXbXZjR5","ticker":"RDY","exchange":"ASX","all_tickers":["RDY","TOI"],"title":"Topicus.com Inc. Announces a Revised Proposal to Acquire ReadyTech","author":"Globe Newswire","published_at":"2026-06-01T01:43:04.094Z","article_body":"TORONTO, May 31, 2026 (GLOBE NEWSWIRE) -- Topicus.com Inc. (TSXV: TOI), acting\nthrough its subsidiary TSS Europe B.V. (“TSS”), today submitted a revised\nnon-binding indicative proposal to acquire ReadyTech Holdings Limited (ASX:\nRDY) (“ReadyTech”) by way of a scheme of arrangement for cash\nconsideration of $2.00 per share (the “Scheme Consideration”), or in the\nalternative, an off-market takeover bid with a 50.1% minimum acceptance\ncondition at a cash consideration of $1.75 per share (the \"Takeover\nConsideration\") (together, the \"Revised Proposal\")(1). All references herein\nto currency are in Australian dollars.\n\nThe Revised Proposal constitutes a variation to the original non-binding\nindicative offer tabled with the ReadyTech Board on the evening of Friday 29\nMay, 2026 (which was only for an off-market takeover at a cash consideration\nof $1.75 per share with a 50.1% minimum acceptance condition) and responds to\nfeedback received from the ReadyTech Board regarding preferred offer structure\nand price in discussions over the weekend.\n\nUnder the Revised Proposal, subject to the conditions outlined below, the\noff-market takeover offer is proposed to be made simultaneously with the\nscheme of arrangement and would be conditional on the scheme not proceeding as\na result of the scheme resolution failing to obtain the requisite approval of\nReadyTech shareholders.\n\nThe Revised Proposal offers the optionality to ReadyTech’s shareholders for\ngreater individual autonomy in opting to pursue liquidity at a certain\nvaluation, whilst representing a compelling premium.\n\nThe Scheme Consideration of $2.00 per share represents:\n* a 49.3% premium to ReadyTech’s closing share price of $1.34 on May 29,\n2026, being the last trading day prior to the submission of this Revised\nProposal;\n* a 47.5% premium to ReadyTech’s one-month VWAP of $1.36;\n* a 58.9% premium to ReadyTech’s three-month VWAP of $1.26; and\n* a 57.5% premium to the VWAP of ReadyTech’s share price since 26 February,\n2026, the date on which ReadyTech released its FY26 half year results.\nThe Takeover Consideration of $1.75 per share represents:\n* a 30.6% premium to ReadyTech’s closing share price of $1.34 on May 29,\n2026, being the last trading day prior to the submission of the Revised\nProposal;\n* a 29.1% premium to ReadyTech’s one-month VWAP of $1.36;\n* a 39.0% premium to ReadyTech’s three-month VWAP of $1.26; and\n* a 37.9% premium to the VWAP of ReadyTech’s share price since 26 February,\n2026, the date on which ReadyTech released its FY26 half year results.\nTSS would like to progress the Revised Proposal on a recommended basis to\ndeliver a superior outcome for all ReadyTech shareholders. TSS is committed to\nworking with the ReadyTech Board toward that end.\n\nThe Revised Proposal is non-binding and is subject to a number of conditions\nincluding:\n* completion of satisfactory confirmatory due diligence by TSS;\n* the positive recommendation of ReadyTech’s Board of Directors (or a\ncommittee of directors formed to consider the Revised Proposal);\n* approval of the Board of Directors of Topicus.com Inc.;\n* any regulatory or government approvals required; and\n* execution of a Confidentiality Process and Exclusivity Deed.\nTSS looks forward to the ReadyTech Board's response.\n\nThe Revised Proposal and any announcements or filings in connection with this\ndocument are not, and cannot be considered to be, a notification or a public\nannouncement of an intention to make a takeover offer pursuant to section 631\nof the Corporations Act 2001 (Cth).\n\nTSS has retained Rothschild & Co as financial adviser, Allens as legal\nadviser, and New World Communications as communications adviser.\n\nFor questions related to the Revised Proposal, contact:\n\nJustin Clark, New World Communications – 0429 361 117\n\nEmail: justin@newworldrm.com\n\nFor all other information related to Topicus, contact:\n\nTopicus.com Inc.\n\nJamal Baksh, Chief Financial Officer\n\n416-861-9677\n\nEmail: jbaksh@csisoftware.com\n\nwww.topicus.com\n\nAbout Topicus.com Inc.\n\nTSS Europe B.V. (TSS) is a subsidiary of Topicus.com Inc., listed on the TSX\nVenture Exchange (TSXV: TOI), a leading provider of vertical market software\nand vertical market platforms to clients in public and private sector markets.\nOperating and investing in countries and markets across the world with\nlong-term growth potential, Topicus.com Inc. acquires, builds and manages\nleading software companies providing specialized, mission-critical and\nhigh-impact software solutions that address the particular needs of customers.\n\nTopicus.com comprises more than 215 business units across more than 40\nvertical markets, with operations in 35 European countries as well as the US\nand Asia. \n\nForward Looking Statements\n\nCertain statements herein may be \"forward looking\" statements that involve\nknown and unknown risks, uncertainties and other factors that may cause the\nactual events to be materially different from any future events expressed or\nimplied by such forward -looking statements. Words such as \"may\", \"will\",\n\"expect\", \"believe\", \"plan\", \"intend\", \"should\", \"anticipate\", \"would\",\n\"propose\" and other similar terminology are intended to identify forward\nlooking statements. Forward looking statements in this press release include,\nbut are not limited to, statements regarding the Revised Proposal, including\nsatisfaction of the conditions to the Revised Proposal, the making of an\noff-market takeover bid or scheme of arrangement, and outcomes of the Revised\nProposal. Any forward looking statements reflect current assumptions and\nexpectations regarding future events and are made as of the date hereof and\nTopicus.com Inc. assumes no obligation, except as required by law, to update\nany forward looking statements to reflect new events or circumstances.\n\nNeither TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nNote 1: The Revised Proposal assumes the issued share capital of ReadyTech\ncomprises 123,564,107 ordinary shares outstanding and all other ReadyTech\nsecurities (comprising 3,118,329 performance rights on issue as of 16 December\n2025) remain unvested and lapse. Other assumptions and terms of the Revised\nProposal have been outlined in full in the Non-Binding Indicative Offers\nprovided to ReadyTech\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/98399122-9723-4bd6-b4b4-0f530f1fdc46)\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNXbXZjR5","title":"Topicus.com Inc. Announces a Revised Proposal to Acquire ReadyTech","author":"Globe Newswire","ticker":"RDY","created":"2026-06-01T01:43:04.094Z","tickers":["RDY","TOI"],"exchange":"ASX","article_body":"TORONTO, May 31, 2026 (GLOBE NEWSWIRE) -- Topicus.com Inc. (TSXV: TOI), acting\nthrough its subsidiary TSS Europe B.V. (“TSS”), today submitted a revised\nnon-binding indicative proposal to acquire ReadyTech Holdings Limited (ASX:\nRDY) (“ReadyTech”) by way of a scheme of arrangement for cash\nconsideration of $2.00 per share (the “Scheme Consideration”), or in the\nalternative, an off-market takeover bid with a 50.1% minimum acceptance\ncondition at a cash consideration of $1.75 per share (the \"Takeover\nConsideration\") (together, the \"Revised Proposal\")(1). All references herein\nto currency are in Australian dollars.\n\nThe Revised Proposal constitutes a variation to the original non-binding\nindicative offer tabled with the ReadyTech Board on the evening of Friday 29\nMay, 2026 (which was only for an off-market takeover at a cash consideration\nof $1.75 per share with a 50.1% minimum acceptance condition) and responds to\nfeedback received from the ReadyTech Board regarding preferred offer structure\nand price in discussions over the weekend.\n\nUnder the Revised Proposal, subject to the conditions outlined below, the\noff-market takeover offer is proposed to be made simultaneously with the\nscheme of arrangement and would be conditional on the scheme not proceeding as\na result of the scheme resolution failing to obtain the requisite approval of\nReadyTech shareholders.\n\nThe Revised Proposal offers the optionality to ReadyTech’s shareholders for\ngreater individual autonomy in opting to pursue liquidity at a certain\nvaluation, whilst representing a compelling premium.\n\nThe Scheme Consideration of $2.00 per share represents:\n* a 49.3% premium to ReadyTech’s closing share price of $1.34 on May 29,\n2026, being the last trading day prior to the submission of this Revised\nProposal;\n* a 47.5% premium to ReadyTech’s one-month VWAP of $1.36;\n* a 58.9% premium to ReadyTech’s three-month VWAP of $1.26; and\n* a 57.5% premium to the VWAP of ReadyTech’s share price since 26 February,\n2026, the date on which ReadyTech released its FY26 half year results.\nThe Takeover Consideration of $1.75 per share represents:\n* a 30.6% premium to ReadyTech’s closing share price of $1.34 on May 29,\n2026, being the last trading day prior to the submission of the Revised\nProposal;\n* a 29.1% premium to ReadyTech’s one-month VWAP of $1.36;\n* a 39.0% premium to ReadyTech’s three-month VWAP of $1.26; and\n* a 37.9% premium to the VWAP of ReadyTech’s share price since 26 February,\n2026, the date on which ReadyTech released its FY26 half year results.\nTSS would like to progress the Revised Proposal on a recommended basis to\ndeliver a superior outcome for all ReadyTech shareholders. TSS is committed to\nworking with the ReadyTech Board toward that end.\n\nThe Revised Proposal is non-binding and is subject to a number of conditions\nincluding:\n* completion of satisfactory confirmatory due diligence by TSS;\n* the positive recommendation of ReadyTech’s Board of Directors (or a\ncommittee of directors formed to consider the Revised Proposal);\n* approval of the Board of Directors of Topicus.com Inc.;\n* any regulatory or government approvals required; and\n* execution of a Confidentiality Process and Exclusivity Deed.\nTSS looks forward to the ReadyTech Board's response.\n\nThe Revised Proposal and any announcements or filings in connection with this\ndocument are not, and cannot be considered to be, a notification or a public\nannouncement of an intention to make a takeover offer pursuant to section 631\nof the Corporations Act 2001 (Cth).\n\nTSS has retained Rothschild & Co as financial adviser, Allens as legal\nadviser, and New World Communications as communications adviser.\n\nFor questions related to the Revised Proposal, contact:\n\nJustin Clark, New World Communications – 0429 361 117\n\nEmail: justin@newworldrm.com\n\nFor all other information related to Topicus, contact:\n\nTopicus.com Inc.\n\nJamal Baksh, Chief Financial Officer\n\n416-861-9677\n\nEmail: jbaksh@csisoftware.com\n\nwww.topicus.com\n\nAbout Topicus.com Inc.\n\nTSS Europe B.V. (TSS) is a subsidiary of Topicus.com Inc., listed on the TSX\nVenture Exchange (TSXV: TOI), a leading provider of vertical market software\nand vertical market platforms to clients in public and private sector markets.\nOperating and investing in countries and markets across the world with\nlong-term growth potential, Topicus.com Inc. acquires, builds and manages\nleading software companies providing specialized, mission-critical and\nhigh-impact software solutions that address the particular needs of customers.\n\nTopicus.com comprises more than 215 business units across more than 40\nvertical markets, with operations in 35 European countries as well as the US\nand Asia. \n\nForward Looking Statements\n\nCertain statements herein may be \"forward looking\" statements that involve\nknown and unknown risks, uncertainties and other factors that may cause the\nactual events to be materially different from any future events expressed or\nimplied by such forward -looking statements. Words such as \"may\", \"will\",\n\"expect\", \"believe\", \"plan\", \"intend\", \"should\", \"anticipate\", \"would\",\n\"propose\" and other similar terminology are intended to identify forward\nlooking statements. Forward looking statements in this press release include,\nbut are not limited to, statements regarding the Revised Proposal, including\nsatisfaction of the conditions to the Revised Proposal, the making of an\noff-market takeover bid or scheme of arrangement, and outcomes of the Revised\nProposal. Any forward looking statements reflect current assumptions and\nexpectations regarding future events and are made as of the date hereof and\nTopicus.com Inc. assumes no obligation, except as required by law, to update\nany forward looking statements to reflect new events or circumstances.\n\nNeither TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nNote 1: The Revised Proposal assumes the issued share capital of ReadyTech\ncomprises 123,564,107 ordinary shares outstanding and all other ReadyTech\nsecurities (comprising 3,118,329 performance rights on issue as of 16 December\n2025) remain unvested and lapse. Other assumptions and terms of the Revised\nProposal have been outlined in full in the Non-Binding Indicative Offers\nprovided to ReadyTech\n\n(https://www.globenewswire.com/NewsRoom/AttachmentNg/98399122-9723-4bd6-b4b4-0f530f1fdc46)\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-06-01T01:43:04.136879168Z","server_sent_at_ms":1780278184136},"received_at":"2026-06-01T01:43:04.190Z","source_url":null},"analysis":{"id":"39556","press_release_id":"50124","analysis_json":{"industry":{"label":"Software","sector":"Information Technology"},"redFlags":["Proposal is non-binding and subject to multiple conditions including due diligence and board approval","Takeover bid alternative is priced lower ($1.75) and requires 50.1% acceptance, creating uncertainty if scheme fails"],"eventType":"m_and_a","narrative":"Topicus.com Inc., via its subsidiary TSS Europe B.V., submitted a revised non-binding indicative proposal to acquire ReadyTech Holdings Limited.\n\nThe proposal offers a scheme of arrangement at $2.00 per share, representing a 49.3% premium to ReadyTech’s May 29 closing price of $1.34.\n\nAlternatively, an off-market takeover bid is offered at $1.75 per share with a 50.1% minimum acceptance condition, serving as a fallback if the scheme fails.\n\nThe proposal is subject to due diligence, board recommendations, regulatory approvals, and an exclusivity deed.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"ReadyTech receives revised M&A proposal with ~49% premium scheme offer from Topicus."},"keyFigures":{"dealValueUsd":"247.13 million","offeringPrice":2,"customDimensions":{"takeover_price":1.75,"last_close_price":1.34,"premium_to_close":"49.3%","shares_outstanding":123564107}},"quotedText":"TSS would like to progress the Revised Proposal on a recommended basis to deliver a superior outcome for all ReadyTech shareholders.","namedEntities":{"people":[{"name":"Justin Clark","role":"New World Communications"},{"name":"Jamal Baksh","role":"CFO"}],"products":[],"companies":[{"name":"Topicus.com Inc.","ticker":"TOI","relationship":"acquirer"},{"name":"TSS Europe B.V.","relationship":"acquirer subsidiary"},{"name":"ReadyTech Holdings Limited","ticker":"RDY","relationship":"target"},{"name":"Rothschild & Co","relationship":"financial adviser"},{"name":"Allens","relationship":"legal adviser"},{"name":"New World Communications","relationship":"communications adviser"}],"dollarAmounts":[{"amount":"$2.00","context":"Scheme Consideration per share"},{"amount":"$1.75","context":"Takeover Consideration per share"},{"amount":"$1.34","context":"ReadyTech closing share price on May 29, 2026"},{"amount":"$1.36","context":"ReadyTech one-month VWAP"},{"amount":"$1.26","context":"ReadyTech three-month VWAP"}]},"materialImpact":{"score":4,"reasoning":"A revised, non-binding indicative proposal to acquire ReadyTech represents a significant step in the M&A process. The scheme consideration of $2.00 per share offers a ~49% premium to the last trading price, signaling strong buyer interest and potential upside for shareholders if the deal progresses to a binding agreement."},"tickerRelevance":{"others":[{"ticker":"TOI","relevance":"acquirer"}],"primary":"RDY"},"globalImportance":35,"audienceRelevance":25,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"small-cap","eventGravity":"high","sectorWeight":"neutral","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":4,"narrative":"Topicus.com Inc., via its subsidiary TSS Europe B.V., submitted a revised non-binding indicative proposal to acquire ReadyTech Holdings Limited.\n\nThe proposal offers a scheme of arrangement at $2.00 per share, representing a 49.3% premium to ReadyTech’s May 29 closing price of $1.34.\n\nAlternatively, an off-market takeover bid is offered at $1.75 per share with a 50.1% minimum acceptance condition, serving as a fallback if the scheme fails.\n\nThe proposal is subject to due diligence, board recommendations, regulatory approvals, and an exclusivity deed.","key_figures":{"dealValueUsd":"247.13 million","offeringPrice":2,"customDimensions":{"takeover_price":1.75,"last_close_price":1.34,"premium_to_close":"49.3%","shares_outstanding":123564107}},"named_entities":{"people":[{"name":"Justin Clark","role":"New World Communications"},{"name":"Jamal Baksh","role":"CFO"}],"products":[],"companies":[{"name":"Topicus.com Inc.","ticker":"TOI","relationship":"acquirer"},{"name":"TSS Europe B.V.","relationship":"acquirer subsidiary"},{"name":"ReadyTech Holdings Limited","ticker":"RDY","relationship":"target"},{"name":"Rothschild & Co","relationship":"financial adviser"},{"name":"Allens","relationship":"legal adviser"},{"name":"New World Communications","relationship":"communications adviser"}],"dollarAmounts":[{"amount":"$2.00","context":"Scheme Consideration per share"},{"amount":"$1.75","context":"Takeover Consideration per share"},{"amount":"$1.34","context":"ReadyTech closing share price on May 29, 2026"},{"amount":"$1.36","context":"ReadyTech one-month VWAP"},{"amount":"$1.26","context":"ReadyTech three-month VWAP"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-06-01T01:43:18.827Z","global_importance":35,"audience_relevance":25,"importance_components":{"tickerTier":"small-cap","eventGravity":"high","sectorWeight":"neutral","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"durationMs":14622,"modelName":"george-droid-qwen-72b"}}