Clarity Commerce Solutions plc rejects Enigmatic Investments Limited’s offer

Clarity Commerce Solutions plc rejects Enigmatic Investments Limited’s offer

The board of directors of Clarity, which is being advised by Arbuthnot Securities Limited, has considered the unsolicited offer made on 27 September 2011 by Enigmatic for the entire issued and to be issued share capital of the Company.

The Board believes that the offer is highly opportunistic and undervalues the Company and its prospects.  As a result the Board strongly advises shareholders to take no action in respect of the offer and to reject the approach.  The Directors are unanimous in their rejection of the offer.

Clarity is a leading provider of software solutions to the entertainment, retail, hospitality and leisure sector. Clarity's software solutions are mission-critical and cover all aspects of their clients' operational and revenue generating activities with their consumers, including point of sale, loyalty, promotions, bookings and membership.

Clarity's business benefits from:

  • Leading edge customer engagement software;
  • Leading edge customer engagement software;
  • A global blue chip customer base ;
  • A high level of contracted recurring revenues from support and maintenance; and
  • A high proportion of follow on business from existing customers.

The Board believes that the Offer from Enigmatic fails to reflect these strengths or take account of the Company's future prospects in its addressable markets.

While the results to 31 March 2011 showed a loss, principally due to reduced demand in the retail sector, the Company has restructured operations in recent months and has achieved significant cost reductions. The UK and New Zealand Hotels businesses have been divested and group sales and operations have been focused on Clarity's core markets. The Company's cost reduction programme is progressing to plan and the UK redundancy programme, which completed last month, will remove a further £1m from the cost base.

The Company has appointed Arbuthnot Securities and The McLean Group to explore strategic opportunities for the business in order to ensure that shareholder value is maximised. The McLean Group is a US based investment bank with particular experience in the retail, entertainment and hospitality technology sectors. Clarity will be writing to shareholders with its formal views on the offer by no later than 12 October 2011. In the meantime, shareholders are strongly advised to take no action in respect of this offer.

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