NEARMAP BOARD UNANIMOUSLY RECOMMENDS THOMA BRAVO’S OFFER AND ENTERS INTO SCHEME IMPLEMENTATION DEED

(Note: All figures are in Australian dollars, unless otherwise stated)

KEY HIGHLIGHTS

• Nearmap has entered into an implementation deed to be acquired by Thoma Bravo via a scheme of arrangement (‘Scheme’ or ‘Scheme of Arrangement’)
• Under the Scheme, Nearmap shareholders will be entitled to receive $2.10 cash per share (‘Scheme  Consideration’)
• Scheme Consideration represents a 67% premium to Nearmap’s 6-month volume weighted average price (‘VWAP’) of $1.26 to Friday 12 August 2022, being the last trading day prior to the announcement of  proposal from Thoma Bravo
• The Nearmap Board considers that the Scheme is in the best interests of shareholders and unanimously  recommends that Nearmap shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Nearmap shareholders
• Subject to the same qualifications, each Director of Nearmap, who in aggregate hold or control approximately 7.3% of Nearmap’s shares as at the date of this announcement, intend to vote, or cause to be voted, all Nearmap shares held or controlled by them in favour of the Scheme
• A Scheme Booklet containing detailed information on the Scheme, including an Independent Expert’s Report, is expected to be issued to Nearmap shareholders during October 2022
• The transaction is subject to FIRB approval, US competition / anti-trust clearance and customary conditions, including shareholder and court approval, which must be satisfied before the Scheme is implemented
• Nearmap shareholders do not need to take any action at the present time

Nearmap’s Chair Peter James said:

“The Board believes the proposed all-cash offer represents attractive value and provides an immediate opportunity for shareholders to realise certain value at a significant premium to the market.

“The Board has carefully considered the advantages and disadvantages of the proposed Scheme and believes the offer price of $2.10 cash per share provides shareholders with certainty of value today for the potential of our business. Nearmap has achieved considerable success to date in Australia and North America and while, in the long-term, there For personal use only remains potential future growth trajectory, this has to be balanced with the business and market risks that Nearmap shareholders face remaining as a publicly listed independent company.

“In considering the merits of the Thoma Bravo proposal, the Directors have at all times been guided by our overarching responsibility to consider the interests of Nearmap and all of its shareholders. It is our view that the Thoma Bravo Scheme will realise attractive and certain value for shareholders in current markets."

Nearmap’s Chief Executive Officer Rob Newman said:

“Nearmap has built a strong position in the location intelligence industry. Our business model is proven in Australia and our ambition to continue to grow rapidly in North America aligns well with Thoma Bravo’s future ambitions for the business. The proposal from Thoma Bravo is a strong demonstration of the success of our strategy and the capability of our people.

“We expect the location intelligence and aerial imaging market in North America to undergo change and consolidation over the next few years, which will present organic and inorganic opportunities for Nearmap. I look forward to our team’s continued outstanding work in support of our customers and eagerness to build on our success, benefiting from the operating capabilities, capital support and deep sector expertise from Thoma Bravo.”

Thoma Bravo’s Senior Partner A.J. Rohde said:

"We are incredibly impressed by Nearmap’s thought-leadership and momentum in aerial imagery, data and analytics. We believe Nearmap’s insights are increasingly mission-critical to enterprises and the use cases rapidly evolving, as evidenced by the Company’s accelerating adoption with blue-chip customers in North America. We look forward to working closely with Rob Newman and the highly-innovative Nearmap team to continue scaling Nearmap in its next chapter as a private company."

OVERVIEW OF THE SCHEME

Nearmap Ltd (‘Nearmap’, or the ‘Company’), a leading location intelligence and aerial imagery company (ASX: NEA), announces that it has entered into a scheme implementation deed (‘SID’) with Atlas AU BidCo Pty Ltd, an indirect wholly owned subsidiary of funds advised by Thoma Bravo L.P. (‘Thoma Bravo’), a leading software investment firm, under which it is proposed that Thoma Bravo will acquire 100% of the shares in Nearmap for $2.10 cash per share (the ‘Transaction’) by way of a Scheme of Arrangement.

Thoma Bravo is one of the largest private equity firms in the world with more than US$114 billion in assets under management, investing in growth-oriented, innovative companies in the software and technology sectors. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing over US$190 billion in enterprise value.

Under the terms of the Scheme, Nearmap shareholders will be entitled to receive $2.10 per share in cash, subject to applicable conditions being satisfied or waived and the Scheme being implemented. For personal use only

The Scheme Consideration implies a fully diluted Equity Value of approximately $1,055 million(1) for Nearmap, and represents:

• an 83% premium to Nearmap’s closing price of $1.15 on Tuesday 5 July 2022, being the day prior to receipt of an initial proposal from Thoma Bravo;

• a 67% premium to Nearmap’s 6-month VWAP of $1.26 to Friday 12 August 2022, being the last trading day prior to announcement of Thoma Bravo’s proposal;
• a 39% premium to Nearmap’s closing price of $1.51 on Friday 12 August 2022, being the last trading day prior to the announcement of Thoma Bravo’s proposal.

NEARMAP BOARD UNANIMOUSLY RECOMMENDS THE SCHEME

As previously announced on Monday 15 August, Nearmap received an initial proposal from Thoma Bravo on 6 July 2022, where the Board of Nearmap determined the proposal to be credible and sufficient to initially grant non-exclusive due diligence access to Thoma Bravo. As due diligence progressed to an advanced stage, Nearmap subsequently granted exclusivity to Thoma Bravo for a period of 7 days from Monday 15 August to explore whether a definitive transaction could be agreed with Thoma Bravo.

In the period prior to and after the receipt of the proposal from Thoma Bravo, the Nearmap Board engaged in a robust review process with the assistance of financial and legal advisors. This included an evaluation of Nearmap’s strategic plan as an independent company and other strategic alternatives. The Board also considered a number of other non-binding expressions of interests for Nearmap, none of which were considered by the Nearmap Board to be in the best interests of shareholders.

Following this process, the Directors of Nearmap have unanimously agreed to enter into an agreement to be acquired by Thoma Bravo and recommend that Nearmap shareholders vote in favour of the Scheme, in the absence of a Superior Proposal (as defined in the SID) and subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Nearmap shareholders.

Subject to the same qualifications, each Director of Nearmap, who in aggregate hold or control approximately 7.3% of Nearmap’s shares as at the date of this announcement, intends to vote, or cause to be voted, all Nearmap shares held or controlled by them in favour of the Scheme.

Nearmap’s Directors believe that this is an attractive offer for Nearmap shareholders for the following reasons:

• Significant premium: Scheme Consideration represents a premium of 67% to Nearmap’s 6-month VWAP of $1.26 to Friday 12 August 2022 and a 39% premium to Nearmap’s closing price of $1.51 on Friday 12 August 2022, being the last trading day prior to the announcement of a proposal from Thoma Bravo;
• Certainty of value: The 100% cash consideration provides Nearmap shareholders with certainty of value and the opportunity to realise their investment in full for cash; and
• Limited conditionality: The Scheme is subject to FIRB approval, US competition / anti-trust clearance and conditions customary for transactions of this type and is not conditional on financing or due diligence.

SCHEME TERMS AND CONDITIONS

The transaction will be implemented by a scheme of arrangement under Australian law. A copy of the SID, which sets out the terms and conditions of the Scheme and associated matters, is attached to this announcement.

In summary, the conditions for implementation of the Scheme include:

• the Independent Expert issuing a report which concludes (and continues to conclude) that the Scheme is in the best interests of Nearmap shareholders;

• approval of Australia’s Foreign Investment Review Board (‘FIRB’);
• clearance in the United States under the Hart-Scott-Rodino Act;
• approval of Nearmap shareholders and the court;
• no Nearmap Material Adverse Change occurring; and
• other customary conditions.

Thoma Bravo has advised Nearmap that it expects the all-cash Scheme Consideration to be fully funded by financing arranged or provided by certain funds managed or advised by Thoma Bravo. The Scheme is not conditional on Thoma Bravo securing the funds.

The SID contains customary exclusivity provisions including ‘no shop’, ‘no talk’ and ‘no due diligence’ restrictions (subject to customary fiduciary exceptions), notification obligations and a matching right. The SID also details circumstances under which a break fee of approximately $10.5 million may be payable by Nearmap to Thoma Bravo and a ‘reverse’ break fee of approximately $10.5 million may be payable by Thoma Bravo to Nearmap.

The break fee and exclusivity provisions agreed under the SID replace any expense reimbursement fee and exclusivity provisions which were agreed between Nearmap and Thoma Bravo on Monday 15 August 2022.

INDICATIVE TIMETABLE AND NEXT STEPS

Nearmap shareholders do not need to take any action at this point in time. A scheme booklet containing information relating to the Scheme, reasons for the Nearmap directors’ unanimous recommendation, an Independent Expert’s Report and details of the Scheme meeting is expected to be sent to Nearmap shareholders during October 2022. Shareholders will then have the opportunity to vote on the Scheme at a court convened shareholder meeting, expected to be held during November 2022. Subject to shareholder approval being obtained by the requisite majorities and the other conditions of the Scheme being satisfied, the Scheme is expected to be implemented by late November 2022.

ADVISORS

Nearmap has engaged Citigroup Global Markets Australia Pty Limited as financial advisor and DLA Piper Australia as legal counsel.

Thoma Bravo has engaged Goodwin Procter LLP and Gilbert + Tobin Lawyers as its legal counsel. For personal use only.

Read the release on the ASX website here.