ASG Technologies, the trusted provider of proven solutions for information access, management and governance for the worlds top enterprises and a portfolio company of Elliott Associates, L.P. and Elliott International, L.P., today made public a previously private letter to the Board of Directors of Mitek Systems, Inc. (NASDAQ:MITK) in which ASG offered to increase its recent proposal to acquire Mitek from $10.00 to $11.50 per share in cash.
In the letter, sent to the Mitek Board of Directors two weeks ago, ASG CEO Charles Sansbury noted that the new offer price represents a 73% premium above the unaffected closing price on October 9, 2018, a significant premium above the average share price for all relevant periods, and a 90% premium above Miteks 5-year average. The letter also noted that the proposal would not be subject to any financing condition, as Elliott would commit to provide the necessary equity to complete the acquisition.
ASG released the private correspondence because despite the increased offer, Mitek has maintained its refusal to engage with ASG on reasonable terms that would allow ASG to conduct the necessary diligence and make a binding offer. The letters publication is intended to update the market on ASGs continuing efforts to engage.
The full text of the letter is as follows:
November 26, 2018
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The Board of Directors Mitek Systems, Inc. 600 B Street, Suite 100 San Diego, CA 92101
Dear Members of the Board:
I am writing to you on behalf of ASG Technologies Group, Inc. (we or ASG), a portfolio company of Elliott Associates, L.P. and Elliott International, L.P. (together, Elliott), to express our continued interest in acquiring Mitek Systems, Inc. (Mitek or the Company). We are submitting this letter privately today with the hopes of constructive engagement and dialogue with the Board. We remain excited about the prospects of the combination of ASG and Mitek. We believe this updated proposal substantially addresses Miteks November5, 2018 press release responding to the October 31 letter, including by proposing a significant increase in our purchase price and offering to remove any debt financing risk. We hope the Board will allow us to engage in confirmatory diligence so that we can quickly move toward a definitive agreement.
We are increasing the purchase price of our prior proposal to acquire Mitek to $11.50 per share in cash, a 73% premium above the unaffected closing price on October 9, 2018. This offer price represents a significant premium above the average share price for all relevant periods, including a 37% premium above Miteks 1-year average (which includes the 18 trading days since the publication of our prior proposal), and a 90% premium above Miteks 5-year average. Even compared to Miteks 30-day trading average prior to the announcement of the resignations of former CEO Jim DeBello and CFO Jeff Davison, which alarmed many shareholders and substantially affected the stock price, our offer price represents a 35% premium. It also represents a meaningful premium above Miteks current price, which we believe has already been inflated by the markets expectation of a value-maximizing transaction.
We expect that we would finance the acquisition and related fees and expenses with a combination of cash from our balance sheet, debt financing from third-party lenders, and cash equity invested by Elliott and our other shareholders. Our Proposal, however, is not conditioned on the receipt of any third-party debt financing, as Elliott (which has approximately $35 billion of capital under management) would commit to provide us with the necessary equity to complete the acquisition. As such, our Proposal is not subject to any financing condition.
Lastly, this Proposal is not intended to be legally binding and is subject to, among other things, the negotiation and execution of a mutually satisfactory definitive acquisition agreement containing provisions customary for this type of transaction, regulatory approvals, and satisfactory completion of our due diligence (as specified in the section entitled Due Diligence Requirements in our October 31 letter). Except as amended by this letter, all the terms and conditions of the October 31 letter continue to apply.
In consideration of ASG and Elliott committing the resources necessary to quickly execute definitive documentation, the Company agrees that for a period of 21 days beginning on the date that it executes this letter agreement (the Exclusivity Period), neither it nor its representatives, directors, officers, stockholders, employees, agents, or affiliates will discuss or pursue a possible sale, recapitalization, equity issuance, liquidation, or other disposition of the Company, any securities or any assets of the Company (other than sales of products and services in the ordinary course of business) or any interest therein with any other party (except ASG and Elliott), provide any information to any other party (except ASG and Elliott) in connection therewith, or enter into any agreement (whether or not binding or definitive) with any person (except ASG and Elliott) relating to any of the foregoing. The Company represents that neither it nor its affiliates will, by pursuing the transactions contemplated by this letter agreement, violate the terms of any other agreement or obligation to which it or any such affiliated entity is subject. The Company agrees that during the Exclusivity Period it will promptly notify ASG and Elliott in the event that it or any of its affiliates receives during such period any requests for information or proposals to acquire or make an investment in the Company or any interest therein (including the terms of any such proposal and the identity of the maker thereof). Notwithstanding anything to the contrary herein, ASG and Elliott shall have the right to extend the Exclusivity Period by an additional 7 days if, prior to 5:00 p.m. PST on the last day of the original Exclusivity Period, ASG and Elliott deliver a written notice to the Company stating that ASG and Elliott are working in good faith toward the execution of a mutually-acceptable definitive purchase agreement in respect of the acquisition of Mitek.
This letter agreement may be executed in two or more counterparts (any of which may be by facsimile signature), all of which taken together will constitute one binding agreement with respect to the Binding Provisions (as defined below) among the parties hereto and their successors and assigns. This letter agreement shall be governed by the substantive laws (and not the laws of conflict) of the State of New York.
If the foregoing is in accordance with your understanding, please sign this letter in the space indicated below and return it to us, whereupon the paragraphs under the heading Exclusivity (collectively, the Binding Provisions) will become a binding agreement between the parties. The remaining provisions of this letter agreement constitute a non-binding expression of intent and are not intended, and shall not be construed, to constitute a binding agreement among the parties. Except with respect to the Binding Provisions, no party hereto will have any rights or obligations of any kind whatsoever by virtue of this letter agreement or any other written or oral expression by any party hereto or their respective representatives, subsidiaries, and affiliates unless and until a definitive agreement relating thereto among the applicable parties is executed and delivered. No prior or subsequent course of conduct or dealing among the parties, oral communications, or other actions not reduced to or reflected in writing executed by all of the parties shall serve to modify this paragraph in any way or cause the provisions of this letter agreement (other than the Binding Provisions) to become in any sense legally binding or enforceable.
We want to thank the Board for considering this Proposal, which unquestionably offers your shareholders premium value, and which we hope will allow our companies to begin a constructive and private dialogue to see if a deal is possible. We are eager to move ahead by signing an NDA and commencing diligence. Please do not hesitate to contact me with questions, and we will look forward to hearing from you soon.
/s/ Charles Sansbury Charles Sansbury Chief Executive Officer ASG Technologies Group, Inc
About ASG Technologies
ASG Technologies Group, Inc. provides global organizations with a modern approach to Digital Transformation to succeed in the Information Economy. ASG is the only solutions provider for both Information Management and IT Systems. ASGs Information Management solutions enable companies to find, understand, govern and deliver information of any kind, from any source “whether structured or unstructured “through its lifecycle from capture to analysis to consumption. The IT Systems Management solutions empower companies to support traditional and modern digital initiatives, operate their IT infrastructure more efficiently and effectively and reduce the cost of managing and running their internal IT systems landscape. ASG is proud to serve more than 3,000 customers worldwide in 60 countries and in top vertical markets including Healthcare, Financial Services, Insurance and Government. For more information, visit ASG.com or connect with us on LinkedIn, Twitter and Facebook.
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